UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 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, 2006


Commission
      file number 0-27842





**SOLUTION
                TECHNOLOGY INTERNATIONAL, INC.**
              (f/k/a
                NetWorth Technologies, Inc.)(Name
                of small business issuer in its
                charter)





Delaware
            
            52-1988677(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer Identification No.)Garrett
                Information Enterprise Center
              685
                Mosser Road, Suite 11, McHenry, Maryland
            
            21541(Address
                of principal executive offices)
            
            (Zip
                Code)





Issuer’s
      telephone number: (301) 387-6900





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





Title
                of each class
            
            Name
                of each exchange on which registeredNone





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





Common
      Stock, $0.01 par value


(Title
      of
      class)





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:
                o





Check
      if
      there is no disclosure of delinquent filers 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





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


Yes:o
            No:
                x





The
      issuer’s revenues for the most recent fiscal year, ended December 31, 2006, were
      $0.





The
      aggregate market value of the issuer’s voting and non-voting common equity held
      by non-affiliates, computed by reference to the average bid and ask price of
      such common equity as of March 29, 2007, was approximately
      $7,750,048.





As
      of
      March 29, 2007, there were outstanding 54,453,182 shares of the issuer’s common
      stock, $0.01 par value.










**DOCUMENTS
      INCORPORATED BY REFERENCE**


None





Transitional
      Small Business Disclosure Format (Check one): Yes o No x










TABLE
      OF CONTENTS


PART
                  IItem
                  1.
              
              Description
                  of Business
              
              1Item
                  2.
              
              Description
                  of Property
              
              16Item
                  3.
              
              Legal
                  Proceedings
              
              16Item
                  4.
              
              Submission
                  of Matters To A Vote Of Security Holders
              
              16PART
                  IIItem
                  5.
              
              Market
                  for Common Equity and Related Stockholder Matters
              
              16Item
                  6.
              
              Management’s
                  Discussion and Analysis
              
              19Item
                  7.
              
              Financial
                  Statements
              
              36Item
                  8.
              
              Changes
                  in and Disagreements with Accountants on Accountingand
                  Financial Disclosure
              
              37Item
                  8A.
              
              Controls
                  and Procedures
              
              37Item
                  8B.
              
              Other
                  Information
              
              38PART
                  IIIItem
                  9.
              
              Directors,
                  Executive Officers, Promoters , Control Persons and
                  Corporate Governance; Compliance with Section
                  16 (a) of the Exchange Act
              
              38Item
                  10.
              
              Executive
                  Compensation
              
              41Item
                  11.
              
              Security
                  Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters
              
              43Item
                  12.
              
              Certain
                  Relationships and Related Transactions,and
                  Director Independence
              
              43Item
                  13.
              
              Exhibits
              
              44Item
                  14.
              
              Principal
                  Accountant Fees and Services
              
              46SIGNATURES
              
              47




i




*SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS*





*Certain
      statements in this Annual Report on Form 10-KSB, including statements under
      “Item 1. Description of Business,” and “Item 6. Management’s Discussion and
      Analysis,” contains forward-looking statements within the meaning of Section 27A
      of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
      of
      1934. Forward-looking statements include, among other things, business strategy
      and expectations concerning industry conditions, market position, future
      operations, margins, profitability, liquidity and capital resources.
      Forward-looking statements generally can be identified by the use of terminology
      such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate” or “believe”
or similar expressions or the negatives thereof. These expectations are based
      on
      management’s assumptions and current beliefs based on currently available
      information. Although the Company believes that the expectations reflected
      in
      such statements are reasonable, it can give no assurance that such expectations
      will be correct. You are cautioned not to place undue reliance on these
      forward-looking statements, which speak only as of the date of this annual
      report on Form 10-KSB. The Company’s operations are subject to a number of
      uncertainties, risks and other influences, many of which are outside its
      control, and any one of which, or a combination of which, could cause its actual
      results of operations to differ materially from the forward-looking statements.*




ii




**Part
      I**





**Item
      1.**  **Description
      of Business**





**The
      Merger of NetWorth and STI**





Pursuant
      to an agreement and plan of merger, dated May 19, 2005, by and among NetWorth
      Technologies, Inc. (“ **NetWorth** ”),
      Solution Technology International, Inc. (“ **Old
      STI** ”),
      and
      STI Acquisition Corp., NetWorth agreed to issue shares equal to 90% of its
      fully
      diluted outstanding shares of Old STI. Old STI paid no cash to NetWorth, but
      agreed to assume certain of NetWorth’s liabilities, namely the convertible
      debenture that NetWorth issued to Montgomery Equity Partners, Ltd. and Advantage
      Capital Development Corp., affiliates of Cornell Capital Partners, LP
      (“ **Cornell
      Capital** ”),
      in
      the amount of $625,000 and payment of certain accounts payable in an amount
      not
      to exceed $150,000 in the aggregate. The merger between Old STI and STI
      Acquisition Corp. became effective on June 20, 2005.





Following
      the merger and after NetWorth’s transfer agent issued shares of NetWorth common
      stock to the Old STI stockholders under the terms of the merger agreement,
      management discovered that NetWorth’s certificate of incorporation authorized
      only 65,000,000 shares of common stock, rather than 650,000,000 shares. Old
      STI
      had understood, and NetWorth had represented, that NetWorth had 650,000,000
      shares of common stock authorized and 20,000,000 shares outstanding. NetWorth’s
      transfer agent also believed that NetWorth had 650,000,000 shares of common
      stock authorized. This error was the result of a 1-for-10 reverse stock split
      that NetWorth had effected on December 1, 2004 and that its former Board of
      Directors erroneously believed would affect the issued and outstanding shares
      of
      common stock but not the total number of authorized shares. NetWorth was able
      to
      void the 1-for-10 reverse stock split by filing a series of four certificates
      of
      correction to NetWorth’s certificate of incorporation in November 2005. As a
      result of unwinding the 1-for-10 reverse stock split, NetWorth had 650,000,000
      authorized shares of common stock and 325,017,160 shares of common stock issued
      and outstanding, including 173,130,510 shares held by the Old STI
      stockholders.





On
      June
      23, 2006, the Company filed an Information Statement on Schedule 14C notifying
      stockholders of the approval of the following actions: (i) a 1-for-150 reverse
      stock split; (ii) the change of the Company’s name from “NetWorth Technologies,
      Inc.” to “Solution Technology International, Inc.”; (iii) the amendment of the
      Company’s certificate of incorporation to delete certain provisions not
      authorized under Delaware law; and (iv) the adoption of a new stock option
      plan.





Following
      the taking of those actions, the Company issued the remaining 38,800,285 shares
      of common stock issuable under the merger agreement to the Old STI stockholders
      and merged with Old STI.




1


**Our
      Business**





***Overview***





We
      were
      originally incorporated in Delaware in July 1995. In June 2005, we were acquired
      by Old STI in a reverse triangular merger, with Old STI becoming our
      wholly-owned subsidiary. Old STI was originally incorporated in Delaware in
      April 1993 as Dan L. Jonson Associates, Inc. On June 22, 1994, it changed its
      name to Solution Technology International, Inc. Old STI launched professional
      service activities in January 1997 and concluded technical research and
      development of its enterprise software solution in June 2001. The initial
      version of its enterprise-wide software solution was completed in 2003. An
      enhanced version of the software was released in 2006 in conjunction with the
      introduction of an annual subscription model as a complement to the more
      traditional software licensing model. In August 2006, we merged with Old STI,
      and the separate existence of Old STI ceased.





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





Version
      1
      of the SurSITE ® product
      for reinsurance administration was designed and developed by Old STI between
      2001 and 2002 with the deployment of the product at its charter client
      (discussed below) occurring between December 2002 and March 2003. This has
      allowed SurSITE ® to be
      built using real world scenarios rather than theoretical ones. Industry leaders,
      in addition to our charter client that participated in this process, included
      professionals from Swiss Re, Aon, and PartnerRe who contributed their industry
      expertise to ensure that the SurSITE ® solution
      adhered to the technical accounting standards of the insurance and reinsurance
      industry. An extended and enhanced version (v2.5) of the SurSITE ® solution
      was released in 2006.





***The
      Insurance and Reinsurance Industry***





Insurance
      is the second largest segment of the US economy. Insurance and health combined
      represent a quarter of the US GDP. We are targeting our products and services
      at
      the two-and-a-half trillion dollar global insurance industry and its 6,500
      primary providers, approximately 4,500 captive insurance companies, numerous
      specialty insurance pools and managing general agencies (“MGA’s”).





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




2





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





***Our
      Solution to the Current Inefficiency of Reinsurance
      Administration***





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





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





Our
      management believes that the SurSITE ® solution
      is distinguished from its competition by an “industry-first” Technical
      Accounting Management Server (“TAMS”) that automates both reinsurance assumed as
      a fixed percentage of a potential loss subject to a maximum amount (referred
      to
      in the insurance industry as “proportional”) and risks shared according to
      different thresholds of reinsurance exposure (referred to in the insurance
      industry as “non-proportional”) contract calculations and generates transactions
      for premiums, commissions, and claims based on events and transactions at the
      original insurance policy level. Our SurSITE ® solution
      also generates statements of account, reinsurance recovery notices and claims
      notifications. Also, it offers a user real-time access to critical loss details
      by subsidiary by line of business by geographic location before and after
      applied reinsurance. A powerful Report Server provides real-time drill-down
      report capabilities allowing management of an insurance group to evaluate its
      results from an aggregated group summary down to a specific loss at the
      subsidiary level. The SurSITE ® framework consists of four primary production servers:





·
            Contract
                Management Server





·
            Technical
                Accounting Management Server




3




·
            Business
                Intelligence Server, and the





·
            Quote
                Engine Server





Our
      management believes that the SurSITE ® reinsurance software solution improves the quality, consistency, and accuracy
      of
      work performed, and positions top management to significantly and measurably
      reduce operating expenses and reduce errors.





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





In
      addition to our software product, we offer consulting services to our customers
      with complete requirements studies, data migration, data integration tools,
      system integration, and other related professional services.





Our
      objective is to establish our reinsurance solution as a leading software
      solution in managing complex reinsurance contract combinations throughout the
      entire reinsurance contract workflow. To achieve this goal, we are gradually
      enhancing our technology by adding the most efficient system controls available
      to achieve maximum configurability and flexibility to meet the needs of
      insurance groups with a fleet of insurance subsidiaries. In addition, we are
      adding support for new and evolving premium and claims recovery methods;
      functionality for trend analysis, capacity utilization and exposure control;
      and
      providing the software and services necessary to conduct safe and reliable
      technical accounting transactions over the Internet. In addition to traditional
      license agreements, we introduced an all-inclusive annual subscription model
      in
      2006, reducing the upfront cost of the SurSITE ® product
      for new clients.





***Our
      Charter Client***





Our
      initial deployment was deployed in partnership with the Swiss Pool for Aviation
      Insurance (“SPL”), an insurance and reinsurance consortium based in Zurich,
      Switzerland, which at the time consisted of 26 European insurance and
      reinsurance companies. This charter client offered us the most inclusive
      insurance and reinsurance workflow environment, which was critical for us to
      validate the many algorithms required to achieve the desired automation of
      premium and claims transactions throughout the entire reinsurance contract
      workflow. The SurSITE ® reinsurance software offers a solution that can be configured to meet the needs
      of a single insurance company, a fleet of insurance companies or other similar
      consortia.





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




4





The
      consortium accounted for approximately 98% of Old STI’s revenue in the fiscal
      year ended December 31, 2003 and 99% of its revenue for the fiscal year ended
      December 31, 2002. The revenue consisted of license fees and maintenance and
      support services. Old STI did not received any revenue from December 2003
      through the date of our merger in August 2006, and we have not had any revenue
      since August 2006, largely as a result of the delay in concluding the process
      it
      took for Old STI to become publicly traded. This process took 28 months to
      complete, compared to the original estimate of six to eight months. Although
      we
      were forced to scale back the technical and maintenance support services
      provided to the consortium, the consortium has continued to use our product
      under the terms of the license agreement.





***Market
      Analysis***





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





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





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




5





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





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





Target
      Markets: Our defined target market consist of five leading segments of major
      companies and other insurance entities that would greatly benefit form deploying
      its reinsurance solution.





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





·
            Large
                Insurance Groups (Fleet of Companies): This segment of our target
                market
                represents the largest opportunity for our software products. We
                have
                identified 275 target companies in the North American market of the
                approximately 6,500 companies that represent the global insurance
                industry.





·
            Captive
                insurance Companies: There are approximately 4,500 captive insurance
                and
                reinsurance companies, many domiciled in the US and the Bermuda markets
                that are potential clients.





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





·
            Insurance
                and Reinsurance Consortia (Pools): We are actively prospecting both
                US and
                international insurance pools and already have experience with such
                groups
                from our charter client, which is a pool of international insurance
                companies.




6


·
            Run-off
                and Commutation: Divestitures and insolvencies have created this
                niche
                market that has grown tremendously over the past five years. In
                conjunction with one of our alliance partners, we believe that we
                can
                obtain several clients within this market
                segment.





***Engagement
      & Sales Processes***





Engagement
      Process: We adhere to a four-phase engagement and purchasing cycle. The first
      is
      an introduction to the system using client-specific data, the second is a
      comprehensive consulting engagement to define the project and determine the
      vision and scope. The third phase is the solution implementation, based on
      the
      prioritized needs as defined in the second phase. In the fourth phase, the
      system enters the annual subscription phase of the software
      lifecycle.





Phase
      I:
      Client Introduction to SurSITE ® :
      The
      initial interaction with a potential client includes an offer to configure
      our
      reinsurance solution to a segment of the prospect’s existing reinsurance program
      to include real business scenarios with emphasis on experienced difficulties
      with its current support environment. This has proven to be a powerful
      demonstration of the benefits associated with our book-of-business concept
      and
      encouraged most prospects to learn more about how SurSITE ® can
      assist them in solving the many problems related to traditional reinsurance
      administration.





Phase
      II:
      An initial 4-8 week engagement is used for requirements and information
      gathering. From this, we generate a formal detailed “As-Is, To-Be, and Benefit
      based proposal. In discussion with the client, we then proceed to a “go/no-go”
decision for the project as a whole. Based on our experience, we expect to
      reach
      a Phase II commitment in approximately 6 months from the first contact with
      the
      prospective client. Naturally, the time will vary based on the size of each
      individual prospect.





Phase
      III: This phase entails either a single subsidiary/business unit or a full-scale
      global implementation for an insurance group. During this phase the specific
      client installation is customized, delivered, and integrated. A single site
      implementation can take from three to nine months depending on the scope of
      the
      initial deployment. The time-consuming phase of any deployment is integration
      and data migration work. An enterprise-wide deployment throughout a global
      organization with multiple subsidiaries can easily be spread over a sixty-month
      period due to the complexity of integration requirements.





Phase
      IV **:** Once
      each
      deployment has been completed, tested, and accepted, the system enters the
      annual subscription phase of the software lifecycle.





***Competition***





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




7





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





·
            Internal
                Information Technology departments





·
            Reinsurance
                product providers such as Computer Science Corporation (“CSC”), SAP,
                “Xchanging/RebusIS”, Siebel and
                SunGuard





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





·
            Other
                potential competitors, including industry led
                initiatives





Today,
      SAP and CSC’s reinsurance software solutions constitute our primary competition
      among professional reinsurers and large insurance groups with offerings from
      Xchanging/RebusIS in Europe and Freedom Group and Siebel in the US market.
      In
      addition, SAP is trying to extend its offerings to the reinsurance market.
      The
      significant differences between these offerings and our SurSITE ® solution
      are an incomplete solution, lack of market uniformity, and lean web-based
      architecture. In many cases, available systems do not meet the future needs
      of
      giants like Allianz, AXA, Hanover Re, Munich Re, Partner Re, Swiss Re,
      Winterthur, and XL Capital because they do not offer automation of both
      proportional and non-proportional technical accounting transactions throughout
      the entire reinsurance contract workflow. In comparison to our company, however,
      our competitors’ greater financial resources and longer presence in the market
      have allowed them to achieve considerable market penetration.





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





***Sales
      and Marketing***





Marketing
      and Strategy: We have developed a two-pronged approach to maximize market
      penetration. We will market our solution through direct sales to end-users
      and
      indirect sales through global alliance partners. Our primary business
      development effort will be generated by highly experienced sales professionals.
      This approach will be supported by the utilization of independent consultants
      with extensive reinsurance experience and effective networking channels.
      Further, we will draw on the long-term relationships held by members of our
      Board of Directors through their decades of industry experience. In order to
      maximize our effectiveness, we have prioritized and qualified our key prospects.
      We are preparing to launch our European and Asian sales channels during 2007,
      provided the funding we seek is available. Our non-US sales channels are
      anticipated to be partnerships that we establish with reinsurance professionals
      who are well established in each such market.




8





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





·
            North
                America & US Bermuda interests





·
            Europe
                & UK Bermuda interests





·
            Asia
                including China & Japan





·
            Pacific
                Rim including Australia & New
                Zealand





We
      are
      currently working with International Operations of the Maryland Department
      of
      Business & Economic Development to identify and engage potential resellers
      and IT partners for the Chinese and Singapore markets.





**Financing
      with Cornell Capital**





From
      June
      28, 2004 through April 4, 2006, Old STI entered into various convertible
      debenture agreements with Cornell Capital Partners, LP for amounts totaling
      $2,250,000, which includes a compensation debenture in the amount of $400,000.
      All of these agreements were replaced on April 4, 2006, with new two-year
      debenture agreements with a maturity date of April 4, 2008. In addition to
      this
      amount, accrued interest in the amount of $48,798 was added to the outstanding
      principal amount to be converted. All of the debentures accrue interest at
      a
      rate of 8% per annum.




In
      addition, we issued convertible debentures to Montgomery Equity Partners, Ltd.
      (“Montgomery”) and Advantage Capital Development Corp. (“Advantage”), companies
      affiliated with Cornell Capital. The proceeds of these debentures totaled
      $625,000, which were funded to NetWorth in two tranches of $400,000 and
      $225,000, respectively, from July 2004 through January 2005. Knightsbridge,
      who
      was the agent, was issued shares of our common stock at the time in February
      2005. In 2006, $30,000 of these debentures were converted into 431,159 shares
      of
      common stock.





We
      are in
      default under the terms of the Advantage debenture, and accordingly, Advantage
      has the right to accelerate all payments owed of principal and interest into
      common stock.





The
      debentures 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 meet the definition of hybrid instruments, as defined
      in
      SFAS 133, *Accounting
      for Derivative Instruments and Hedging Activities* (SFAS
      No. 133). The hybrid instruments are comprised of a i) a debt instrument, as
      the
      host contract and ii) an option to convert the debentures into our common stock,
      as an embedded derivative. The embedded derivative derives its value based
      on
      the underlying fair value of our common stock.




9





The
      embedded derivative is not clearly and closely related to the underlying host
      debt instrument since the economic characteristics and risk associated with
      this
      derivative are based on the common stock fair value. We have separated the
      embedded derivative from the hybrid instrument based on an independent valuation
      and classified the embedded derivative as a current liability with an offsetting
      debit to debt discount, which will be amortized over the term of the debenture
      based on the effective interest method.





The
      embedded derivative does not qualify as a fair value or cash flow hedge under
      SFAS No. 133. Accordingly, changes in the fair value of the embedded derivative
      are immediately recognized in earnings and classified as a gain or loss on
      the
      embedded derivative financial instrument in the accompanying statements of
      operations.





We
      entered into amended and restated agreements on April 4, 2006 with respect
      to
      our convertible debentures as described below.




*Secured
      Convertible Debenture* .
      We
      entered into a secured convertible debenture dated April 4, 2006 and due April
      4, 2008. The debenture carries an interest rate of 8%. We have an option to
      redeem a portion or all amounts outstanding under the amended and restated
      convertible debenture upon three days advance written notice provided that
      the
      closing bid price of our common stock is less than $.75.





Cornell
      Capital has a right to convert the debenture into shares of our common stock
      based upon a quotient obtained by dividing (i) the outstanding amount of the
      convertible debenture by the (ii) conversion price which is equal to the lesser
      of $.75 or 80% of the lowest bid price of our common stock during the thirty
      trading days immediately prior to the conversion date. In the event we do not
      have enough shares authorized or listed or quoted on the OTCBB or we cannot
      timely satisfy the conversion sought by Cornell Capital, then Cornell Capital
      can demand cash equal to the product of the outstanding principal amount to
      be
      converted plus any interest due provided by the conversion price and multiplied
      by the highest closing price of the stock from the date of the conversion notice
      until the date that such cash payment is made. Cornell Capital cannot convert
      the debenture or receive shares of our common stock if it would beneficially
      own
      in excess of 4.9% of our issued and outstanding shares of common stock at the
      time of such conversion, such determination to be made by Cornell
      Capital.





Under
      the
      terms of the convertible debenture so long as any principal amount or interest
      is owed, we cannot, without the prior consent of Cornell Capital (i) issue
      or
      sell any common or preferred stock with or without consideration, (ii) issue
      or
      sell any preferred stock, warrant, option, right, contract or other security
      or
      instrument granting the holder thereof the right to acquire common stock with
      or
      without consideration, (iii) enter into any security instrument granting the
      holder of security interest in any of our assets or (iv) file any registration
      statement on Form S-8. Under the terms of the convertible debenture there are
      a
      series of events of default, including failure to pay principal and interest
      when due, our common stock ceasing to be quoted for trading or listing on the
      OTCBB and shall not again be quoted or listed for trading within five trading
      days of such listing, our being in default of any other debentures that we
      have
      issued to Cornell Capital. Following an event of default and while the event
      of
      default is not cured, Cornell Capital may accelerate all amounts due and payable
      in cash or elect to convert such amounts to common stock having a conversion
      price of the lower of $.75 per share or the lowest closing bid price during
      the
      thirty days immediately preceding the conversion date.




10





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





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





We
      have
      an option to redeem a portion or all amounts outstanding under the amended
      and
      restated convertible debenture upon three days advance written notice. Cornell
      Capital has a right to convert the debenture into shares of our common stock
      based upon a quotient obtained by dividing (i) the outstanding amount of the
      convertible debenture by the (ii) the conversion price which is equal to the
      lesser of $.75 or 80% of the lowest closing bid price of our common stock during
      the thirty trading days immediately prior to the conversion date. In the event
      we do not have enough shares of common stock authorized or listed or quoted
      on
      the OTCBB or we cannot timely satisfy the conversion sought by Cornell Capital,
      then Cornell Capital can demand cash equal to the product of the outstanding
      principal amount to be converted plus any interest due divided by the conversion
      price and multiplied by the highest closing price of the stock from the date
      of
      the conversion notice until the date that such cash payment is made. Cornell
      Capital cannot convert the debenture or receive shares of our common stock
      if it
      would beneficially own in excess of 4.9% of our issued and outstanding shares
      of
      common stock at the time of such conversion, such determination to be made
      by
      Cornell Capital.





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




11





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





*Amended
      and Restated Security Agreement* .
      We
      entered into a security agreement dated April 4, 2006 with Cornell Capital
      and
      Montgomery. Under the terms of the security agreement, we provided a blanket
      lien to Cornell Capital and Montgomery to secure our obligations under the
      convertible debentures issued to Cornell Capital and Montgomery, respectively.
      Under the terms of the security agreement, we are not allowed to permit any
      debts or liens against our property other than the lien previously granted
      by
      Old STI to Crosshill Georgetown Capital under the terms of a loan agreement
      for
      $750,000 plus interest between Old STI and Crosshill Georgetown Capital.





*Amended
      and Restated Pledge and Escrow Agreement* .
      We
      entered into a pledge and escrow agreement, dated April 4, 2006, with Cornell
      Capital, Montgomery, Dan L. Jonson and David Gonzales, Esq., acting as escrow
      agent. Under the terms of the pledge and escrow agreement, Dan L. Jonson, our
      President and CEO, pledged 9,494,100 (or 623,940 post-split) shares of NetWorth
      common stock to secure our obligations under the convertible debenture issued
      to
      Cornell Capital and to Montgomery under the securities purchase agreement
      between us and Montgomery. Mr. Jonson’s shares are being held by David Gonzales,
      Esq., who is a principal with Cornell Capital. In the event of default under
      the
      pledge and escrow agreement, that includes failure of Montgomery or us to comply
      with any of the agreements between themselves and either Montgomery or Cornell
      Capital, Mr. Jonson’s pledged shares can be sold to cover any of the obligations
      owed by us to Cornell Capital and Montgomery under the various financing
      agreements discussed here. The pledged shares shall be returned to Mr. Jonson
      upon payment in full of all amounts owed to Cornell Capital and Montgomery
      under
      the convertible debentures.





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




12





*Warrant* .
      We
      issued a warrant, dated April 4, 2006, to purchase up to 266,667 shares of
      our
      common stock (subject to adjustment for stock splits, stock dividends and
      recapitalizations) to Montgomery and Cornell at an exercise price of $.01 and
      $.03 per share, respectively. The warrant is exercisable until April 4, 2011.
      Montgomery cannot exercise the warrant if doing so would cause it to
      beneficially own in excess of 4.99% of the total issued and outstanding shares
      of our common stock unless the exercise is made within sixty days prior to
      the
      maturity date. The shares issued upon exercise of the warrant have piggyback
      and
      demand registration rights set forth in the registration rights agreement
      described above.





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





We
      also
      agreed to pay Yorkville Advisors Management, LLC, a company affiliated with
      Montgomery and Cornell Capital, a fee equal to 10% of the purchase price or
      $100,000 and a structuring fee to Yorkville Advisors Management, LLC of $10,000.
      These fees are being amortized over 24 months.





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





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




13





*Amended
      and Restated Secured Convertible Debenture* .
      We
      entered into amended and restated secured convertible debenture with Montgomery
      in the amount of $256,757, due April 4, 2008. This debenture has similar
      redemption, conversion and remedies upon an event of default as the second
      amended and restated secured convertible debenture described above.





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





**Employees**





As
      of
      March 29, 2007, we employ four full-time employees and one consultant. We
      anticipate that we will need additional people to fill sales & marketing,
      technical and administrative positions to be successful in implementing our
      strategic business plan. We have no collective bargaining agreements with our
      employees. We established a 2006 Stock Option Plan but have not issued any
      shares under this plan.




14





**Summary
      Financial Data**





The
      table
      below provides a summary of some of our key financial metrics. This information
      should be read in conjunction with, and is qualified by reference to, our
      consolidated financial statements and notes thereto in Item 7 of this Annual
      Report and Item 6, “Management’s Discussion and Analysis”.




**Year
                Ended December 31,****2006**
            
            
            **2005**Operating
                Results:Operating
                Revenue
            
            $
            -
            
            $
            5,000Cost
                of Revenues
            
            $
            128,513
            
            $
            96,123Gross
                Profit (Loss)
            
            $
            (128,513
            )
            $
            (91,123
            )Operating
                Expenses
            
            $
            940,516
            
            $
            1,861,136Other
                Income (Loss)
            
            $
            (552,498
            )
            $
            (377,074
            )Net
                Income (Loss)
            
            $
            (1,621,527
            )
            $
            (2,329,333
            )Balance
                Sheet Data:Current
                Assets
            
            $
            64,043
            
            $
            -Current
                Liabilities
            
            $
            5,569,144
            
            $
            8,680,688Accumulated
                Deficit
            
            $
            25,484,450
            
            $
            9,298,759Stockholders’
                Deficit
            
            $
            6,599,899
            
            $
            8,594,425





15


**Item
      2.**  **Description
      of Property**





Our
      principal executive offices are located in approximately 1,163 net usable square
      feet of office space at the Garrett Information Enterprise Center, 685 Mosser
      Road, Suite 11, McHenry, Maryland 21541. The lease is an operating lease that
      has a one year term and is renewable each year. The monthly rent is $1,414
      per
      month. A security deposit of $2,828 was paid at the inception of the initial
      lease period.





**Item
      3.**  **Legal
      Proceedings**





Sachs
      Sax
      Klein v. NetWorth Technologies, Inc. (Palm Beach County, Florida, filed March
      28, 2005). The amount in controversy is $11,039.80, representing the balance
      owed to plaintiff for legal services performed by plaintiff for the predecessor
      of its former subsidiary, NetWorth Systems, and the value of a warrant for
      3% of
      our Common Stock. We have not filed an answer and no action has been taken
      by
      the plaintiff to seek a default judgment. The plaintiff initially expressed
      interest in a settlement based on issuances of our common stock, but we have
      not
      had further discussions since those initial discussions.




James
      Andrew Rice v. Solution Technology International, Inc. (U.S. District Court
      for
      the District of Maryland). Mr. Rice, a former employee of Old STI, has sued
      to
      recover alleged unpaid wages of $89,677.80 (which he claims are trebled under
      the Maryland wage and hour laws to $269,033.40) and alleged expenses of
      approximately $9,600. Defendants’ motion to dismiss Dan L. Jonson as a defendant
      was granted November 9, 2006. We have reached an interim agreement to settle
      this complaint pursuant to which will issue approximately 1,000,000 shares
      of
      common stock.




Urban
      Jonson v. Solution Technology International, Inc. (Circuit Court for Frederick
      County, Maryland). Mr. Jonson, a former employee of Old STI and the son of
      Dan
      L. Jonson, has sued to recover on a confessed judgment note in the principal
      amount of $150,000 to recover unpaid wages. Plaintiff filed a writ of
      garnishment to collect on the unpaid note and garnished $25,000. Plaintiff
      and
      defendants have had settlement negotiations but no settlement has been
      reached.


Langsam
        Borenstein Corporation v. Solution Technology International, Inc. (New Jersey
        Superior Court for Camden County, filed February 23, 2007). The amount in
        controversy is $10,690, representing the balance owed to our prior independent
        public accounting firm for auditing services. We have not filed an answer
        since
        none is due yet. We are presently in settlement discussions.





**Item
      4.**  **Submissions
      Of Matters To A Vote Of Security Holders**





None.





**Part
      II**





**Item
      5.**  **Market
      For Common Equity and Related Stockholder Matters**





“Bid”
and
      “asked” offers for our common stock are quoted on the OTC Bulletin Board. Our
      common stock in 2005 through the third quarter of 2006 was trading under the
      symbol “NWRT.OB”. The symbol was changed to “STNL.OB” in connection with our
      name change on August 15, 2006.




16





The
      following table sets forth the high and low closing bid prices for our common
      stock for the periods indicated as reported by PinkSheets LLC. The quotations
      reflect inter-dealer prices, without retail mark-up, mark-down or commission
      and
      may not represent actual transactions. All quotations have been adjusted to
      reflect our January 2006 10-for-1 stock split and our August 2006 1-for-150
      reverse stock split.





Closing
                Bid PricesQuarter
                Ended
            
            High
            
            LowDecember
                31, 2006
            
            $
            0.150
            
            $
            0.025September
                30, 2006
            
            $
            0.165
            
            $
            0.030June
                30, 2006
            
            $
            0.615
            
            $
            0.090March
                31, 2006
            
            $
            1.200
            
            $
            0.090December
                31, 2005
            
            $
            2.400
            
            $
            0.180September
                30, 2005
            
            $
            0.930
            
            $
            0.300June
                30, 2005
            
            $
            0.900
            
            $
            0.300March
                31, 2005
            
            $
            1.200
            
            $
            0.450





**Stockholders**





As
      of
      March 29, 2007, we believe there were 213 holders of record of our common stock.
      We believe that a substantially greater number of holders of our common stock
      are “street name” or beneficial holders, whose shares are held of record by
      banks, brokers and other financial institutions.





**Dividends**





We
      have
      never paid a cash dividend on our common stock and do not anticipate the payment
      of a cash dividend in the foreseeable future. We intend to reinvest in its
      business operations any funds that could be used to pay a cash dividend. Our
      common stock is considered a “penny stock,” as defined in certain rules under
      the Securities Exchange Act of 1934. In general, a security which is not quoted
      on NASDAQ or has a market price of less than $5 per share where the issuer
      does
      not have in excess of $2,000,000 in net tangible assets (none of which
      conditions do we meet) is considered a penny stock.





The
      SEC’s
      rules regarding penny stocks impose additional sales practice requirements
      on
      broker-dealers who sell such securities to persons other than established
      customers and accredited investors (generally persons with net worth in excess
      of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with
      their spouse). For transactions covered by the penny stock rules, the
      broker-dealer must make a special suitability determination for the purchaser
      and receive the purchaser’s written agreement to the transaction prior to the
      sale. Thus the penny stock rules affect the ability of broker-dealers to sell
      our shares should they wish to do so because of the adverse effect that the
      rules have upon liquidity of penny stocks.




17





Unless
      the transaction is exempt under the penny stock rules, under the Securities
      Enforcement Remedies and Penny Stock Reform Act of 1990, broker-dealers
      effecting customer transactions in penny stocks are required to provide their
      customers with (i) a risk disclosure document; (ii) disclosure of current bid
      and ask quotations, if any; (iii) disclosure of the compensation of the
      broker-dealer and its sales personnel in the transaction; and (iv) monthly
      account statements showing the market value of each penny stock held in the
      customer’s account. As a result of the penny stock rules, the market liquidity
      for our securities may be severely adversely affected by limiting the ability
      of
      broker-dealers to sell our securities and the ability of purchasers of the
      securities to resell them.





**Equity
      Compensation Plan Information**





We
      have
      30,000,000 shares of common stock reserved under our 2005 Stock Option Plan
      (the
“Plan”). No options have been issued under the Plan.





**Recent
      Sales of Unregistered Securities**





None.





**Changes
      In Securities.**





As
      of
      December 31, 2006, we had 650,000,000 shares of common stock authorized and
      50,468,862 shares issued and 50,467,609 shares outstanding. The par value of
      the
      common stock is $.01. On August 15, 2006, we effected a 1-for-150 share reverse
      stock split. The result of the reverse stock split brought the issued and
      outstanding shares to 2,375,254 from 356,317,160 shares. The share amounts
      have
      been reflected retrospective of the stock split.





During
      the year ended December 31, 2006, we issued:





1,950,103
      shares of common stock on January 5, 2006 to effectuate a 10-for-1 stock split
      approved by our Board of Directors. The shares have been retroactively stated
      in
      these statements to reflect the stock split as of January 1, 2005.





208,667
      shares of common stock in conversion of 313,000 shares of preferred
      stock.





38,800,285
      shares of common stock to complete the merger with Old STI. The issuance of
      shares eliminated the liability for stock to be issued of $3,272,721 that we
      booked on June 20, 2005, the effective date of the merger.





392,129
      shares of common stock in conversion of a related note payable in the amount
      of
      $20,000 and accrued interest on this note in the amount of $3,332.





133,333
      shares of common stock in conversion of accrued interest of $20,000 of a note
      payable - related parties.




18





7,936,508
      shares of common stock in a private placement for $250,000. The shares were
      valued at $0.0315 per share, the fair value at the date of
      issuance.





400,000
      shares of common stock to a consultant, valued at $.05 per share, the fair
      value
      of the stock on the date of issuance.





431,159
      shares of common stock in conversion of $30,000 of convertible debentures issued
      to Advantage.





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





632,940
      shares were issued to Old STI stockholders in the share exchange. This
      represents a partial issuance.





194,467
      shares of common stock in conversion of 291,700 Class A Preferred
      Shares.





42,659
      shares of common stock to Knightsbridge as noted in Note 7 under the convertible
      debenture agreement.





30,000
      shares of common stock for services rendered valued at $45,000.





337,497
      shares of common stock, valued at $694,495 (ranging from $.05 per share to
      $.10
      per share), for director fees.





**Item
      6.**  **Management’s
      Discussion and Analysis**





**Overview**




The
      following is a discussion of: (i) our results of operations and financial
      condition for the years ended December 31, 2006 versus December 31, 2005; (ii)
      our liquidity and capital resources; (iii) risk factors relating to an
      investment in our common stock; and (iv) our critical accounting
      policies.





The
      former Solution Technology International, Inc. (“Old STI”) merged with a
      wholly-owned subsidiary of NetWorth Technologies, Inc. on June **** 20, 2005 in
      a transaction that for accounting purposes was treated as
      a
      reverse merger by the accounting acquirer, Old STI. In
      August 2006, we merged with Old STI, the separate legal existence of Old STI
      ceased, and we changed
      our name
      to
“Solution Technology International, I nc .”





W e
      design,
      develop, market and support a web-based multi-language, multi-currency software
      solution (“SurSITE®”) used by insurance and reinsurance companies to facilitate
      and support their most critical back-office business processes. Our reinsurance
      application is proprietary software for reinsurance management of complex
      reinsurance contract combinations throughout the entire reinsurance contract
      workflow, from assumed and ceded to retroceded business.





What
      distinguishes SurSITE® from competition solutions is an “industry-first”
Technical Accounting Management Server (“TAMS”) application that automates
      calculations and generates transactions for premiums, commissions, and claims
      based on events and transactions at the original insurance policy level; it
      also
      manages statements of account, reinsurance recovery notices, and claims
      notifications. To further enhance the applicability of the SurSITE ® software, we
      currently are designing extensive support for facultative reinsurance used
      to
      insure very large risks that cannot be insured by a single insurance company,
      like property and liability insurance for multinational corporations, airlines
      and aerospace, cargo, energy, engineering, manufacturers, ocean hull, etc.
      In
      addition to this **** software
      product, we will
      provide customer s with
      complete requirements studies, data migrations, data integration tools, system
      integrations and other related professional services.




19





We
      are
      marketing our products worldwide, at the outset by utilizing a network of
      international industry contacts developed by senior management and indirectly
      through third parties. As part of the planned scaling of the organization,
      we
      will establish resellers with experienced professionals and well-established
      track records and contacts throughout the insurance and reinsurance industry. We
      plan
      to establish a presence in the London market because it is the global center
      of
      reinsurance trading. We also
      expect to establish our
      own sales
      team to
      focus
      on the
      North American market. We
      have
      initiated product sales discussions with several **** U.S. &
EU
      based insurance companies
      through our existing management team .





Our
      initial multi-million dollar deployment and charter client, won **** by
      our
      existing management team in
      competition against Computer Science Corporation, is the
      Swiss
      Pool for Aviation Insurance (“SPL”), an
      insurance and reinsurance consortium based in Zurich, Switzerland consisting
      of
      26 well-known member companies, including among others, Allianz, Partner Re,
      Swiss Re, Winterthur Insurance Company and Zurich Insurance Group. The member
      companies are using our software platform to produce direct insurance business
      and manage the reinsurance transactions of the produced direct insurance
      business.





For
      decades, lack of automation coupled with fragmented information systems of
      many
      global insurance and reinsurance organizations have made it difficult to
      accurately manage complex technical accounting methods causing losses from
      hard-to-detect errors involving premiums received and payable, claims and risk
      allocation, unnecessary operating expenses and reduced investment income from
      the negative impact of delayed claims recovery.





Frequently,
      these shortcomings have been amplified by fragmented business process, many
      repetitive, manual paper-based processes, untimely and incomplete collection
      of
      data and lack of access to intelligence embedded in an insurance company’s own
      data to facilitate making the correct business decisions. In addition, it is
      difficult for many organizations to maintain reinsurance contract knowledge
      as a
      result of staff turnover since losses may be reported years after a reinsurance
      contract has been initiated.





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




20





Our
      objective is to establish our reinsurance solution as a leading software
      solution in managing complex reinsurance contract combinations throughout the
      entire reinsurance contract workflow. To
      achieve this goal ,
      we are
      gradually enhancing our technology by adding the most efficient system controls
      available to achieve maximum configurability and flexibility to meet the needs
      of insurance groups with a fleet of insurance subsidiaries. In addition, we
      are
      adding support for new and evolving premium and claims recovery methods;
      functionality for trend analysis, capacity utilization and exposure control;
      and
      providing the software and services necessary to conduct safe and reliable
      technical accounting transactions over the Internet. In addition to traditional
      license agreements, we introduced an all-inclusive annual subscription model
      in
      2006, reducing the upfront cost of our SurSITE ® product
      for new clients.





**Results
      of Operations and Financial Condition**





***Years
      Ended December 31, 2006 versus December 31, 2005***





*Total
      Operating Revenues*





We
      did
      not generate any revenues for the year ended December 31, 2006 and generated
      only $5,000 in revenues in 2005, respectively. The lack of revenues was
      attributed to our lack of operating capital as a result of not being able to
      raise additional capital until we could complete the actions described in our
      Information Statement on Schedule 14C in August 2006. Since August 2006, we
      have
      expanded our business plan and reached out to various sources to potentially
      be
      in position to be funded in the second fiscal quarter of 2007.





*Total
      Cost of Operating Revenues*





Our
      cost
      of operating revenues for the years ended December 31, 2006 and 2005 were
      $128,513 and $96,123, respectively, and consisted of software and support
      services in 2006 along with $96,123 in amortization of intangible assets for
      each year.





*Total
      Operating Expenses*





Total
      operating expenses for the year ended December 31, 2006 were $940,516 as
      compared to $1,861,136 for the year ended December 31, 2005. This represented
      a
      decrease of $920,620 or approximately 50%. Operating expenses included payroll,
      professional fees, and related expenses of $669,067 and $1,648,666, rent expense
      of $58,733 and $89,719, and other general and administrative expenses of
      $201,005 and $104,685 for the years ended December 31, 2006 and 2005,
      respectively. The decrease from 2006 to 2005 is a result of the stock issued
      for
      consulting services to directors in 2005, offset by additional consultants
      to
      assist us in settling our vendor payables and financing with Cornell Capital,
      and the added legal and other professional fees in 2006 to enable us to complete
      the actions described in our June 2006 Information Statement on Schedule
      14C.




21





We
      depreciate fixed assets and amortize software, related technology costs and
      loan
      costs. This resulted in an expense of $149,087 for the year ended December
      31,
      2006. We determine the fair value of the undiscounted cash flows annually,
      and
      sooner if circumstances change and determination is required, to value any
      impairment on our intangible assets and long-lived assets. As of December 31,
      2006 and 2005, we determined that there was no impairment charge.





*Other
      Income (Expense)*





Included
      in other income (expense) is the amortization on the debt discount on the
      convertible debentures of $745,046 for the years ended December 31, 2006 based
      on the Effective Interest Method calculation of which there was no amortization
      of debt discount in 2005, and the recognized loss on the valuation of our
      derivative liability of $25,776 and $0, respectively. In addition in 2006,
      we
      recognized a gain on extinguishment of convertible debentures of $16,351 in
      2006, and forgiveness of vendor payables due to settlements in the amount of
      $553,109 in 2006.





Interest
      expense was $355,258 compared to $256,788 for the years ended December 31,
      2006
      and 2005, respectively. The interest expense is primarily due to the convertible
      debentures and related party notes.





*Net
      Income (Loss) from Continuing Operations*





We
      reported a net (loss) from operations of $(1,621,527), or $(0.14) per share
      on a
      basic and diluted basis, for the year ended December 31, 2006 versus
      $(2,329,333), or $(14.73) per share on a basic and diluted basis, for the year
      ended December 31, 2005. The decrease is attributable to the decrease in common
      stock issued for services and charges related to the Cornell Capital financing
      for the year ended December 31, 2006 versus 2005, offset by the forgiveness
      of
      debt in 2006. The operating (loss) lines in the consolidated statements of
      operations is believed by management to be the true indicator of our performance
      during the period.





*Provision
      for Income Taxes*





There
      was
      no provision for income taxes for the years ended December 31, 2006 and 2005,
      respectively. There was no provision due to the carry forward of approximately
      $5,700,000 of net operating losses as of December 31, 2006, that we reserved
      in
      valuation allowances against this deferred tax asset.





**Liquidity
      and Capital Resources**





During
      the year ended December 31, 2006, the balance in cash and cash equivalents
      increased by $64,043 compared to a decrease of $452 for the year ended December
      31, 2005 from operations.




22





As
      of
      December 31, 2006, we had $64,043 in current assets, solely consisting of cash
      and cash equivalents.





As
      of
      December 31, 2006, we had $5,569,114 in current liabilities, primarily
      consisting of $769,860 in accounts payable and accrued expenses, $621,352 in
      accrued compensation and $2,075,067 of derivative liabilities resulting from
      the
      Securities Purchase Agreement and Secured Convertible Debenture entered into
      and
      amended on April 4, 2006. The derivative liability will be converted to equity
      upon conversion into common stock by Cornell Capital. The balance is adjusted
      based on market adjustments to fair value on a quarterly basis.





Notwithstanding
      our present working capital deficiency, our consolidated financial statements
      have been prepared on the assumption that we continue to have the ability to
      generate sufficient cash flows from operations or raise sufficient capital
      to
      ensure the reduction of the working capital deficiency and fund future
      operations, as a going concern. We have suffered significant recurring operating
      losses in the past few years, and this factor along with the fact that we have
      been unsuccessful in raising equity other than through Cornell Capital or
      related parties for the most part, have caused significant doubt about our
      ability to continue as a going concern for a period of twelve months. The
      consolidated financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





The
      decrease in cash from operating activities for the year ended December 31,
      2006
      of ($1,102,661) was attributable to the net loss from operations of ($1,621,527)
      and forgiveness of debt of ($553,109) offset by the accretion of discount of
      convertible debentures of $745,046 and the increase in accounts payable and
      accrued expenses (including accrued compensation) of $174,197. We expended
      $24,685 on fixed assets in the year ended December 31, 2006, and raised $250,000
      from the sale of stock and $890,000 (net of $110,000 in fees) from the issuance
      of convertible debentures in the year ended December 31, 2006.





The
      decrease in cash from operating activities for the year ended December 31,
      2005
      of ($550,573) was attributable to the net loss from operations of ($2,329,333)
      offset by the issuance of common stock for services valued at $376,500 and
      the
      increase in accounts payable and accrued expenses (including accrued
      compensation) of $1,156,026. We raised $285,000 from the issuance of convertible
      debentures and received proceeds from the issuance of notes from related parties
      of $250,843 in the year ended December 31, 2005.





**Risk
      Factors**





Investing
      in our securities involves a high degree of risk. Before investing in our
      securities, you should consider the following discussion of risk factors, other
      information contained in this Annual Report on Form 10-KSB. Our future results
      may also be impacted by other risk factors listed from time to time in our
      future filings with the SEC.




23





***Risks
      Related to Our Business***





***We
      are a development-stage company with an unproven business model, a new and
      relatively unproven software technology model and a short operating history,
      which makes it difficult to evaluate our current business and future
      prospects.***





We
      have
      only a limited operating history upon which to base an evaluation of our current
      business and future prospects. Although we were originally founded in 1993,
      we
      didn’t become operational until 1997 as a professional services company and
      began offering our SurSITE ® software
      products in 2003. Due to the startling twenty-eight months it took to become
      a
      publicly traded company, we were forced to substantially scale back our sales
      and marketing efforts due to our limited capital during this period. As a
      result, we experienced a corresponding loss of sales. Our limited operating
      history makes an evaluation of our business and prospects very difficult. You
      must consider our business and prospects in light of the risks and difficulties
      we encounter as a development-stage company in the rapidly evolving insurance
      and reinsurance market. These risks and difficulties include, but are not
      limited to, the following:





·
            Our
                new and relatively unproven business and software
                models;





·
            A
                limited number of service offerings and risks associated with developing
                new product and service offerings;





·
            The
                difficulties we face in managing rapid growth in personnel and
                operations;





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





·
            A
                general failure of the Internet that impairs our ability to deliver
                our
                service;





·
            A
                loss or breach of confidentiality of customer
                data;





·
            The
                negative impact on our brand, reputation or trustworthiness caused
                by any
                significant unavailability of our
                service;





·
            The
                systematic failure of a core component of our service from which
                it would
                be difficult for us to recover;





·
            The
                timing and success of new service introductions and new technologies
                by
                our competitors; and





·
            Our
                ability to build brand awareness in a highly competitive
                market.





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




24





***We
      have lost money historically, which means that we may not be able to maintain
      profitability.***





From
      2003
      through December 31, 2006, we have not been profitable and have lost money
      on
      both a cash and overall basis. No assurances can be given that we will be
      successful in reaching or maintaining profitable operations. Accordingly, we
      may
      experience liquidity and cash flow problems. If our losses continue, our ability
      to operate may be severely impacted.





***We
      may need to raise additional capital in the future, but that capital may not
      be
      available.***





As
      of
      December 31, 2006, we had a working capital deficit of $5,505,101 and should
      we
      be unable to increase our current assets to satisfy our current liabilities,
      our
      operations could be at risk.





Current
      assets are assets that are expected to be converted to cash within one year
      and,
      therefore, may be used to pay current liabilities as they become due. Our
      working capital deficiency means that our current assets as of December 31,
      2006
      were not sufficient to satisfy all of our current liabilities as of that date.
      If our ongoing operations do not begin to provide sufficient profitability
      to
      offset the working capital deficiency, we may have to raise additional capital
      or debt to fund the deficit or curtail future operations.





We
      cannot
      assure you that we will be successful or that our operations will generate
      sufficient revenues, if any, to meet the expenses of our operations. If we
      require additional financing in the future, such financing may not be available
      or, if available, may not be available on satisfactory terms. Additionally,
      the
      nature of our business activities may require the availability of additional
      funds in the future due to more rapid growth than is forecast, and thus, we
      may
      need additional capital or credit lines to continue that rate of business
      growth. We may encounter difficulty in obtaining these funds and/or credit
      lines. Moreover, even if additional financing or credit lines were to become
      available, it is possible that the cost of such funds or credit would be high
      and possibly prohibitive.





If
      we
      were to decide to obtain such additional funds by equity financing in one or
      more private or public offerings, current stockholders would experience a
      corresponding decrease in their percentage ownership.





***Our
      independent registered public accounting firm has expressed substantial doubt
      regarding our ability to continue as a going concern.***





The
      report of our independent registered public accounting firm on our December
      31,
      2006 and 2005 consolidated financial statements, as noted in Note 1, included
      an
      explanatory paragraph indicating that there is substantial doubt about our
      ability to continue as a going concern due to our recurring losses from
      operations. The fact that we have received this “going concern opinion” from our
      independent registered public accounting firm will likely make it more difficult
      for us to raise capital on favorable terms and could hinder, to some extent,
      our
      operations. Additionally, if we are not able to continue as a going concern,
      it
      is likely that stockholders will lose all of their investment. Our financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.




25





***Our
      obligations under the secured convertible debentures are secured by all of
      our
      assets.***





Our
      obligations under the secured convertible debentures issued to Cornell Capital
      are secured by all of our assets. As a result, if we default under the terms
      of
      the secured convertible debentures, Cornell could foreclose its security
      interest and liquidate all of our assets. This would cease
      operations.





***Our
      common stock may be affected by limited trading volume and may fluctuate
      significantly, which may affect our stockholders’ ability to sell shares of our
      common stock.***





There
      has
      been a limited public market for our common stock and there can be no assurance
      that a more active trading market for our common stock will develop. An absence
      of an active trading market could adversely affect our stockholders’ ability to
      sell our common stock in short time periods, or possibly at all. Our common
      stock has experienced, and is likely to experience in the future, significant
      price and volume fluctuations, which could adversely affect the market price
      of
      our common stock without regard to our operating performance. In addition,
      we
      believe that factors such as quarterly fluctuations in our financial results
      and
      changes in the overall economy or the condition of the financial markets could
      cause the price of our common stock to fluctuate substantially. These
      fluctuations may also cause short sellers to enter the market from time to
      time
      in the belief that we will have poor results in the future. We cannot predict
      the actions of market participants and, therefore, can offer no assurances
      that
      the market for our stock will be stable or appreciate over time. These factors
      may negatively impact stockholders’ ability to sell shares of our common
      stock.





***Our
      common stock is deemed to be a “penny stock,” which may make it more difficult
      for you to sell your shares.***





Our
      common stock is subject to the “penny stock” rules adopted under Section 15(g)
      of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These
      rules may reduce the potential market for our common stock by reducing the
      number of potential investors. This may make it more difficult for investors
      in
      our common stock to sell shares to third parties or to otherwise dispose of
      them. This could cause our stock price to decline. Penny stocks are
      stock:





·
            With
                a price of less than $5.00 per
                share;





·
            That
                are not traded on a “recognized” national
                exchange;





·
            Whose
                prices are not quoted on the NASDAQ automated quotation system (NASDAQ
                listed stock must still have a price of not less than $5.00 per share);
                or





·
            In
                issuers with net tangible assets less than $2.0 million (if the issuer
                has
                been in continuous operation for at least three years) or $10.0 million
                (if in continuous operation for less than three years), or with average
                revenues of less than $6.0 million for the last three years;
                and




26


·
            Broker/dealers
                dealing in penny stocks are required to provide potential investors
                with a
                document disclosing the risks of penny stocks. Moreover, broker/dealers
                are required to determine whether an investment in a penny stock is a
                suitable investment for a prospective
                investor.





***We
      could fail to attract or retain key personnel, which would be detrimental to
      our
      operations.***





Our
      success largely depends on the efforts and abilities of Dan L. Jonson, our
      President and Chief Executive Officer. The loss of the services of Dan L. Jonson
      could materially harm our business because of the cost and time necessary to
      find his successor. Such a loss would also divert management attention away
      from
      operational issues. We also have other key senior management who manage our
      operations, and if were to lose their services, we would be required to expend
      time and energy to find and train their replacements. To the extent that we
      are
      smaller than our competitors and have fewer resources we may not be able to
      attract the sufficient number and quality of staff.





***We
      are subject to price volatility due to our operations materially
      fluctuating.***





As
      a
      result of the evolving nature of the markets in which we compete, as well as
      the
      current nature of the public markets and our current financial condition, we
      believe that our operating results may fluctuate materially, as a result the
      quarter-to-quarter comparisons of our results of operations may not be
      meaningful. If in some future quarter, whether as a result of such a fluctuation
      or otherwise, our results of operations fall below the expectations of
      securities analysts and investors, the trading price of our common stock would
      likely be materially and adversely affected. You should not rely on our results
      of any interim period as an indication of our future performance. Additionally,
      our quarterly results of operations may fluctuate significantly in the future
      as
      a result of a variety of factors, many of which are outside our control.





Factors
      that may cause our quarterly results to fluctuate include, among
      others:





·
            Our
                ability to retain existing clients and
                customers;





·
            Our
                ability to attract new clients and customers at a steady
                rate;





·
            Our
                ability to maintain customer
                satisfaction;





·
            The
                extent to which our products gain market
                acceptance;





·
            The
                timing and size of client and customer
                purchases;





·
            Introductions
                of products and services by
                competitors;




27




·
            Price
                competition in the markets in which we
                compete;





·
            Our
                ability to attract, train, and retain skilled
                management;





·
            The
                amount and timing of operating costs and capital expenditures relating
                to
                the expansion of our business, operations, and infrastructure;
                and





·
            General
                economic conditions and economic conditions specific to wireless
                and
                portable communication device
                industry.





***We
      may not be able to compete effectively in markets where our competitors have
      more resources.***





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





***As
      more of our sales efforts are targeted at larger enterprise customers, our
      sales
      cycle may become more time-consuming and expensive, potentially diverting
      resources and harming our business.***





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





***Our
      future financial performance may be hurt to the extent that we cannot introduce
      and gain customers acceptance of enhanced editions of our
      service.***





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




28





***If
      we do not successfully establish strong brand identity in the markets we are
      currently serving, we may be unable to achieve widespread acceptance of our
      products.***





We
      believe that establishing and strengthening our products is critical to
      achieving widespread acceptance of our future products and to establish key
      strategic relationships. The importance of brand recognition will increase
      as
      current and potential competitors enter the market with competing products.
      Our
      ability to promote and position our brand depends largely on the success of
      our
      marketing efforts and our ability to provide high quality products and customer
      support. These activities are expensive and we may not generate a corresponding
      increase in customers or revenue to justify these costs. If we fail to establish
      and maintain our brand, or if our brand value is damaged or diluted, we may
      be
      unable to attract new customers and compete effectively.





***Future
      acquisitions may disrupt our business and deplete our financial
      resources.***





Any
      future acquisitions we make could disrupt our business and seriously harm our
      financial condition. We intend to consider investments in complementary
      companies, products, and technologies. While we have no current agreements
      to do
      so, we anticipate buying businesses, products and/or technologies in the future
      in order to fully implement our business strategy. In the event of any future
      acquisitions, we may:





·
            Issue
                stock that would dilute our current stockholders’ percentage
                ownership;





·
            Incur
                debt;





·
            Assume
                liabilities;





·
            Incur
                impairment charges related to goodwill and other intangible assets
                we
                acquire; or





·
            Incur
                large and immediate write-offs.





The
      use
      of debt to finance our future acquisitions should allow us to make acquisitions
      with an amount of cash in excess of what may be currently available to us.
      If we
      use debt to leverage up our assets, we may not be able to meet our debt
      obligations if our internal projections are incorrect or if there is a market
      downturn. This may result in a default and the loss in foreclosure proceedings
      of the acquired business or the possible bankruptcy of our
      business.




29





Our
      operation of any acquired business will also involve numerous risks,
      including:





·
            Integration
                of the operations of the acquired business and its technologies or
                products;





·
            Unanticipated
                costs;





·
            Diversion
                of management’s attention from our core business;





·
            Adverse
                effects on existing business relationships with suppliers and
                customers;





·
            Risks
                associated with entering markets in which we have limited prior
                experience; and





·
            Potential
                loss of key employees, particularly those of the purchased
                companies.





***Any
      failure to adequately expand our direct sales force will impede our growth
      and
      ability to generate sales.***





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





***Sales
      to customers outside the United States expose us to risks inherent in
      international sales.***





Sales
      in
      Europe represented all of our revenue in fiscal 2003 and 2002. We intend to
      expand our domestic and international sales efforts. As a result, we will be
      subject to risks and challenges that we would otherwise not face if we conducted
      business only in the United States. These risks and challenges
      include:





·
            Laws
                and business practices favoring local
                competitors;





·
            More
                established competitors with greater
                resources;




30




·
            Compliance
                with multiple, conflicting and changing governmental laws and regulations,
                including tax, privacy and data protection laws and
                regulations;





·
            Different
                pricing environments;





·
            Longer
                accounts receivable payment cycles and other collection difficulties;
                and





·
            Regional
                economic and political conditions.





These
      factors could harm our future international sales.





***We
      may not be able to effectively protect our intellectual property rights, which
      could harm our business by making it easier for our competitors to duplicate
      our
      services.***





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





***Stockholders
      may experience significant dilution from our sale of shares upon conversion
      of
      the Cornell Capital convertible debentures, and there may be a change in control
      as a result of these sales.***





We
      entered into many convertible debenture agreements that have been amended as
      of
      April 4, 2006. The convertible debentures mature on April 4, 2008, and Cornell
      Capital upon effective registration may convert and potentially dilute the
      ownership of our existing stockholders. As of December 31, 2006, Cornell Capital
      could receive approximately 35,000,000 shares of our common stock upon
      conversion of these convertible debentures.





**Critical
      Accounting Policies**





Critical
      accounting polices include the areas where we have made what we consider to
      be
      particularly subjective or complex judgments in making estimates and where
      these
      estimates can significantly impact our financial results under different
      assumptions and conditions.





We
      prepare our financial statements in conformity with accounting principles
      generally accepted in the United States of America. As such, we are required
      to
      make certain estimates, judgments and assumptions that we believe are reasonable
      based upon the information available. These estimate, judgments and assumptions
      affect the reported amounts of assets and liabilities at the date of the
      financial statement and the reported amounts of revenue and expenses during
      the
      periods presented. Actual results could be different than those estimates.




31





We
      believe the following critical accounting policies affect our more significant
      judgments and estimates used in the preparation of our financial
      statements:





***Principles
      of Consolidation***





The
      consolidated financial statements include the accounts of us and all of our
      wholly-owned subsidiaries. All significant intercompany accounts and
      transactions have been eliminated in consolidation.





***Intangible
      Assets***





Under
      SFAS No. 142, “Goodwill and Other Intangible Assets”. (“SFAS 142”), goodwill and
      other indefinite-lived intangible assets are no longer amortized but instead
      are
      reviewed for impairment annually and on an interim basis if events or changes
      in
      circumstances between annual tests indicate that an asset might be impaired.
      Under SFAS 142, indefinite-lived intangible assets are tested for impairment
      by
      comparing their fair values to their carrying values. Testing for impairment
      of
      goodwill is a two-step process. The first step requires us to compare the fair
      value of its reporting units to the carrying value of the net assets of the
      respective reporting units, including goodwill. If the fair value of the
      reporting unit is less than the carrying value, goodwill of the reporting unit
      is potentially impaired and we then complete Step 2 to measure the impairment
      loss, if any. The second step requires the calculation of the implied fair
      value
      of goodwill by deducting the fair value of all tangible and intangible net
      assets of the reporting unit from the fair value of the reporting unit. If
      the
      implied fair value of goodwill is less then the carrying amount of goodwill,
      an
      impairment loss is recognized equal to the difference. Intangible assets that
      do
      not have indefinite lives are amortized over their useful lives.





***Revenue
      Recognition***





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




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




32




***Accounts
      Receivable***





We
      conduct business and extends credit based on an evaluation of the customers’
financial condition, generally without requiring collateral. Exposure to losses
      on receivables is expected to vary by customer due to the financial condition
      of
      each customer. We monitor exposure to credit losses and maintains allowances
      for
      anticipated losses considered necessary under the circumstances. The criteria
      for allowance provision are determined based on historical experience and our
      assessment of the general financial conditions affecting its customer base.
      If
      our actual collections experience changes, revisions to the allowance may be
      required.





***Income
      Taxes***





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





***Impairment
      of Long-Lived Assets***





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





***Earnings
      (Loss) Per Share of Common Stock***





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





***Stock-Based
      Compensation***





On
      December 16, 2004, the Financial Accounting Standards Board (“FASB”) published
      Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based
      Payment” (“SFAS 123R”). SFAS 123R requires that compensation cost related to
      share-based payment transactions be recognized in the financial statements.
      Share-based payment transactions within the scope of SFAS 123R include stock
      options, restricted stock plans, performance-based awards, stock appreciation
      rights, and employee share purchase plans. The provisions of SFAS 123R, as
      amended, are effective for small business issuers beginning as of the first
      interim period after December 15, 2005. We adopted these provisions on January
      1, 2006, and the adoption of this pronouncement did not have a material effect
      on our consolidated financial statements.




33





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





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





***Convertible
      Instruments***





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





***Derivative
      Financial Instruments***





We
      generally do not use derivative financial instruments to hedge exposures to
      cash-flow or market risks. However, certain other financial instruments, such
      as
      warrants or options to acquire common stock and the embedded conversion features
      of debt and preferred instruments that are indexed to our common stock, are
      classified as liabilities when either (a) the holder possesses rights to
      net-cash settlement or (b) physical or net share settlement is not within our
      control. In such instances, net-cash settlement is assumed for financial
      accounting and reporting, even when the terms of the underlying contracts do
      not
      provide for net-cash settlement. Such financial instruments are initially
      recorded at fair value and subsequently adjusted to fair value at the close
      of
      each reporting period.





***Recent
      Accounting Pronouncements***





In
      May
      2005, the FASB issued Statement of Financial Accounting Standard No. 154,
“Accounting Changes and Error Corrections” (“SFAS 154”). SFAS 154 is a
      replacement of APB No. 20, *“Accounting
      Changes”* ,
      and
      SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements”. SFAS
      154 applies to all voluntary changes in accounting principle and changes the
      requirements for accounting and reporting of a change in accounting principle.
      This statement establishes that, unless impracticable, retrospective application
      is the required method for reporting of a change in accounting principle in
      the
      absence of explicit transition requirements specific to the newly adopted
      accounting principle. It also requires the reporting of an error correction
      which involves adjustments to previously issued financial statements similar
      to
      those generally applicable to reporting an accounting change retrospectively.
      SFAS 154 is effective for accounting changes and corrections of errors made
      in
      fiscal years beginning after December 15, 2005. We believe the adoption of
      SFAS
      154 will not have a material impact on our consolidated financial statements.




34





In
      February 2006, the FASB issued Statement of Financial Accounting Standard No.
      155, “Accounting for Certain Hybrid Instruments” (“SFAS 155”). FASB 155 allows
      financial instruments that have embedded derivatives to be accounted for as
      a
      whole (eliminating the need to bifurcate the derivative from its host) if the
      holder elects to account for the whole instrument on a fair value basis. This
      statement is effective for all financial instruments acquired or issued after
      the beginning of an entity’s first fiscal year that begins after September 15,
      2006. We will evaluate the impact of SFAS 155 on our consolidated financial
      statements.





In
      March
      2006, the FASB issued Statement of Financial Accounting Standard No. 156,
“Accounting for Servicing of Financial Assets, an amendment of FSB Statement
      No.
      140” (“SFAS 156”). SFAS 156 requires all separately recognized servicing assets
      and servicing liabilities to be initially measured at fair value, if
      practicable. The standard permits an entity to subsequently measure each class
      of servicing assets or servicing liabilities at fair value and report changes
      in
      fair value in the statement of operations in the period in which the changes
      occur. SFAS 156 is effective for us as of December 1, 2006. We do not expect
      the
      new standard to have any material impact on our financial position or results
      of
      operations.





FASB
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an
      Interpretation of FASB Statement No. 109” - In June 2006, the FASB issued FASB
      Interpretation No. 48 (“FIN-48”), “Accounting for Uncertainty in Income Taxes -
      an Interpretation of FASB Statement No. 109.” The interpretation clarifies the
      accounting for uncertainty in income taxes recognized in an entity’s financial
      statements in accordance with SFAS No. 109, “Accounting for Income Taxes.”
Specifically, FIN-48 prescribes a recognition threshold and a measurement
      attribute for the financial statement recognition and measurement of a tax
      position taken or expected to be taken. The provisions of FIN-48 are effective
      for financial statements for fiscal years beginning after December 15, 2006.
      Accordingly, the Company will adopt FIN-48 as of January 1, 2007. The adoption
      of FIN-48 is not expected to have a material effect on the Company’s financial
      position or results of operations.





SFAS
      No.
      157, “Fair Value Measurements” - In September 2006, the FASB issued SFAS No.
      157, “Fair Value Measurements” (“SFAS 157”), which defines fair value,
      establishes a framework for measuring fair value and expands disclosures about
      fair value measurements. SFAS 157 applies whenever other accounting standards
      require or permit assets or liabilities to be measured at fair value.
      Accordingly, it does not expand the use of fair value in any new circumstances.
      Fair value under SFAS 157 is defined as the price that would be received to
      sell
      an asset or paid to transfer a liability in an orderly transaction between
      market participants at the measurement date. This Standard clarifies the
      principle that fair value should be based on the assumptions market participants
      would use when pricing an asset or liability. In support of this principle,
      SFAS
      157 establishes a fair value hierarchy that prioritizes the information used
      to
      develop those assumptions. The fair value hierarchy gives the highest priority
      to quoted prices in active markets and the lowest priority to unobservable
      data,
      for example, a reporting entity’s own data. Under SFAS 157, fair value
      measurements would be separately disclosed by level within the fair value
      hierarchy. SFAS 157 is effective for fiscal years beginning after November
      15,
      2007. Accordingly, the Company is to adopt SFAS 157 on January 1, 2008. The
      adoption of SFAS 157 is not expected to have a material effect on the Company’s
      financial position or results of operations.




35





Staff
      Accounting Bulletin No. 108, “Considering the Effects of Prior Year
      Misstatements When Quantifying Misstatements in Current Year Financial
      Statements” - In September 2006, the Securities and Exchange Commission issued
      Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year
      Misstatements When Quantifying Misstatements in Current Year Financial
      Statements” (“SAB 108”), which provides guidance on the consideration of the
      effects of prior year misstatements in quantifying current year misstatements
      for the purpose of a materiality assessment two approaches are commonly used
      to
      evaluate the materiality of misstatements or errors in financial statements:
      the
      roll-over, also known as the current-period or income-statement approach, and
      the iron curtain, also known as the cumulative or balance-sheet approach. The
      roll-over approach quantifies a misstatement based on the amount of the error
      originating in the current-period income statement. This approach could allow
      balance sheet items to grow each year by immaterial amounts, until the
      cumulative error becomes material. The iron curtain approach quantifies a
      misstatement based on the effects of correcting the misstatement existing in
      the
      balance sheet at the end of the current period. This approach does not consider
      the income statement effects of correcting prior year misstatements in the
      current year to be errors.





The
      reliance on only one of these approaches, to the exclusion of the other, does
      not appropriately quantify all misstatements that could be material to
      financial-statement users. Accordingly, SAB 108 will require quantification
      of
      financial statement errors based on the effects of the error on each of an
      entity’s financial statements and the related financial statement disclosures.
      This model is commonly referred to as a dual approach because it essentially
      requires quantification of errors under both the iron-curtain and the roll-over
      approaches.





SAB
      108
      is effective for annual financial statements covering the first fiscal year
      ending after November 15, 2006. From a transition perspective, SAB 108 permits
      companies to record the cumulative effect of initially applying the dual
      approach in the first year ending after November 15, 2006 by recording any
      necessary correcting adjustments to the carrying values of assets and
      liabilities as of the beginning of that year with the offsetting adjustment
      recorded to the opening balance of retained earnings. The initial adoption
      of
      SAB 108 had no affect on the Company’s financial position, results of operations
      or cash flows.





**Item
      7.**  **Financial
      Statements.**





The
      information that appears following Item 14 of this report and is incorporated
      herein by reference.




36





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





None.





**Item
      8A.**  **Controls
      and Procedures.**





***Evaluation
      of Disclosure Controls and Procedures***





We
      are
      responsible for maintaining disclosure controls and procedures designed to
      ensure that information required to be disclosed in our Exchange Act reports
      is
      recorded, processed, summarized and reported within the time periods specified
      in the SEC’s rules and regulations, and that such information is accumulated and
      communicated to our management, including our chief executive officer and chief
      financial officer, as appropriate, to allow for timely decisions regarding
      required disclosure.





In
      designing and evaluating our disclosure controls and procedures, management
      recognized that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable assurance of achieving their objectives
      and management necessarily is required to apply their judgment in evaluating
      the
      cost-benefit relationship of possible controls and procedures and implementing
      controls and procedures based upon the application of management’s judgment.





In
      connection with the past restatements of financial statements, the Board of
      Directors has reevaluated certain disclosure controls and procedures and
      internal control over financial reporting. As a result, the Board of Directors
      has established additional protocols for our certifying officers, senior
      management and accounting and finance staff to monitor closely new accounting
      pronouncements that impact our financial statements. This includes continuing
      education of our staff including review of new pronouncements and awareness
      of
      those pronouncements being discussed, and the evaluation of their impact on
      our
      financial statements and management’s discussion and analysis.





Our
      management, with the participation of our Chief Executive Officer and Chief
      Financial Officer, evaluated the effectiveness of our disclosure controls and
      procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
      Act),
      including the remedial actions discussed above, as of the end of the period
      covered by this report. Based upon this evaluation, our Chief Executive Officer
      and Chief Financial Officer concluded that as of the date of filing this report,
      our disclosure controls and procedures were effective and designed to ensure
      that material information required to be disclosed in the reports that we file
      or submit under the Exchange Act is recorded, processed, summarized, and
      reported, within the time periods specified in the SEC’s rules and regulations
      and accumulated and communicated to them as appropriate to allow timely
      decisions regarding required disclosure.




37





***Changes
      in Internal Control over Financial Reporting***





There
      have not been any significant changes in our internal controls over financial
      reporting or in the factors that could significantly affect these controls
      subsequent to the date of their evaluation.





**Item
      8B.**  **Other
      Information.**





Not
      applicable.





**Part
      III**





**Item
              9.**
            **Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance with Section 16(a) of the Exchange
                Act**





***Directors
      and Officers***





Generally,
      each of our directors is elected by the stockholders to a term of one year
      and
      will hold office until the next annual meeting of the stockholders and until
      his
      successor has been elected and qualified. Officers are appointed by the Board
      of
      Directors and hold office at the pleasure of the Board. The Board of Directors
      has no nominating compensation committees or audit committee but will establish
      these in the near future.





Our
      directors and executive officers are as follows:


**Name**
              
              **Age**
              
              **Position**
              
              **Term**Dan
                  L. Jonson
              
              63
              
              President,
                  Chief Executive Officer
                  and Director
              
              August
                  2006 to presentMichael
                  B. Shor
              
              54
              
              Director
              
              August
                  2006 to presentMark
                  Spaeth
              
              39
              
              Director
              
              August
                  2006 to presentMichael
                  H. Pollack
              
              40
              
              Chief
                    Financial Officer
              
              August 2006
                to
                present





Dan
      L.
      Jonson is our President and Chief Executive Officer. Prior to founding Old
      STI,
      Mr. Jonson served between 1987 and 1996 as Senior Vice President of Strategic
      Business Development of Avemco Corporation, a publicly traded niche insurance
      group specializing in aviation, marine, and collateral protection for banks
      and
      the WINS software for the property and casualty insurance market through its
      fully owned subsidiary, The Wheatley Group Ltd. Between 1980 and 1987, Mr.
      Jonson served as Vice President of Underwriting of Avemco Insurance Company.
      Mr.
      Jonson’s expertise in the insurance and reinsurance industry was developed more
      than thirty years in various industry positions, with the Skandia Group in
      Stockholm, Sweden, Extended Reinsurance Group in New York and the Avemco Group
      based in Frederick, Maryland. Mr. Jonson also gained experience in underwriting,
      marketing and business development for the North American, Far East and Pacific
      Rim markets.




38





Michael
      B. Shor is a director and also was director of Old STI since June 2004. Mr.
      Shor
      has over 25 years of executive and sales experience in the insurance, banking,
      and investment industries. Since November 2005, Mr. Shor has served as Managing
      Partner of Global Integrated Solutions, Ltd., an international commodity trading
      company. Mr. Shor served as Business Development Officer and Relationship
      Manager at SunTrust Corporation from July 2003 through November 2005.
      Immediately prior to joining SunTrust, Mr. Shor was serving as a Senior Vice
      President at Morgan Stanley from July 1999 until June 2003. He has also held
      Senior Vice President positions at First Union Securities and Wheat First
      Butcher and Singer. Active in the venture capital community for the past ten
      years, Mr. Shor has helped numerous private and public companies develop
      strategies for recognizing and achieving their goals. Among some of his other
      achievements, Mr. Shor is the founder of The Virginia Baseball Club, which
      was
      worked diligently to bring Major League Baseball to Northern Virginia for over
      a
      decade. He has also served on the boards or Executive Committees of the Northern
      Virginia Technology Council, National Diabetes Foundation, National Leukemia
      Foundation, and the Northern Virginia Lung Association.





Mark
      Spaeth is a director and also was director of Old STI since 2002. He has served
      as our Senior Vice President of Technology since August 2006, a position he
      held
      with Old STI since May 2005. Prior to joining Old STI, Mr. Spaeth had been
      serving as Chief Strategy Officer for Technium, Inc., a Chicago based software
      consulting firm for the last five years where he lead the company to develop
      packaged services through the implementation of robust delivery methodologies.
      During the last 18 years, Mr. Spaeth has worked primarily in technology based
      roles, including Chief Technology Officer and Software Architect across a wide
      variety of industries including manufacturing, healthcare, finance and
      insurance.





Michael
      H. Pollack is our Chief Financial Officer. Since April 2005, Mr. Pollack has
      been providing accounting services to us through his own company, Michael
      Pollack CPA, which is approved by the Public Company Accounting Oversight Board.
      Prior to that, Mr. Pollack was a partner in a regional CPA firm in New Jersey.
      His responsibilities included oversight of the SEC practice for the firm. Mr.
      Pollack is a member of the American Institute of Certified Public Accountants,
      and graduated from the University of Maryland in 1988 with a Bachelor of Arts
      in
      Economics.





***Involvement
      in Legal 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.




39




None
      of
      our executive officers or directors are the subject of any pending legal
      proceeding.





***Audit
      Committee***





We
      will
      establish an independent audit committee shortly. In the interim, the Board
      of
      Directors serves in that capacity.





***Section
      16 (a) Beneficial Ownership Reporting Compliance***





Section
      16 (a) of the Securities Exchange Act of 1934, as amended, requires our
      directors, executive officers and persons who own more than 10% of a class
      of
      our equity securities which are registered under the Exchange Act to file with
      the SEC initial reports of ownership and reports of changes of ownership of
      such
      registered securities. Such executive officers, directors and greater-than-10%
      beneficial owners are required by SEC regulation to furnish us with copies
      of
      all Section 16 (a) forms they file.





To
      our
      knowledge, based solely on a review of the copies of such reports furnished
      to
      us and on representations that no other reports were required, no person
      required to file such a report, failed to timely file any report during fiscal
      2006 and 2005.




40





***Code
      of Ethics***





We
      have
      adopted a Code of Ethics that applies to our executive officers, including
      our
      chief executive officer. A copy of the Code of Ethics is filed as an exhibit
      to
      this Form 10-KSB annual report.





**Item
      10.**  **Executive
      Compensation**





Compensation
      paid to Dan L. Jonson, our President and Chief Executive Officer, is set forth
      in the Summary Compensation Table below. No other executive officer’s
      compensation exceeded $100,000 in the fiscal year ended December 31, 2006.
      We
      may reimburse officers for any and all out-of-pocket expenses incurred relating
      to company business.





**SUMMARY
      COMPENSATION TABLE**


**Name
                    and Principal Position**
                
                **Year**
                
                **Salary ($)**
                
                **Bonus ($)**
                
                **Stock**
                  **Awards**
                  **($)**
                
                **Option**
                  **Awards**
                  **($)**
                
                **Non-Equity**
                  **Incentive
                    Plan**
                  **Compensation**
                  **($)**
                
                **Nonqualified**
                  **Deferred**
                  **Compensation**
                  **Earnings**
                  **($)**
                
                **All
                    Other**
                  **Compensation**
                  **($)**
                
                **Total**
                  **($)**Dan
                    L. Jonson
                
                
                2006
                
                $
                114,000
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                $
                114,000President
                  and Chief
                
                
                2005
                
                $
                237,500
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                $
                237,500Executive
                    Officer (PEO)(1)
                    (2)
                
                
                2004
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Anthony
                    Q. Joffe
                
                
                2006
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Former
                  President
                
                
                2005
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -and
                    Chief Executive Officer (PEO)(3)
                
                
                2004
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -





(1)
            Mr.
                Jonson’s salary for 2006 includes $18,000 in accrued but unpaid
                compensation




(2)
            Mr.
                Jonson’s salary for 2005 represents accrued but unpaid
                compensation.




(3)
            Mr.
                Joffe was our President and Chief Executive Officer from March 2005
                until
                August 2006.





As
      a
      result of our lack of revenues and liquidity, we currently do not pay Mr.
      Jonson’s his full compensation on a regular basis for his services. Mr. Jonson
      has agreed to defer the majority of his salary until such time as we are in
      a
      position to pay it. In arriving at Mr. Jonson’s salary, our objective was to
      determine a salary that, if paid in full, would be competitive in the market
      for
      an executive of a small software company.




41





**DIRECTOR
      COMPENSATION TABLE**





**Name**
            
            **Fees Earned or**
              **Paid in Cash**
              **($)**
            
            **Stock Awards**
              **($)**
            
            **Option Awards**
              **($)**
            
            **Non-Equity**
              **Incentive
                Plan**
              **Compensation**
              **($)**
            
            **Change**
              **in
                Pension**
              **Value
                and**
              **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings**
              **($)**
            
            **All
                Other**
              **Compensation**
              **($)**
            
            **Total**
              **($)**Dan
                L. Jonson
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Michael
                B. Shor
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Mark
                Spaeth
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -(Former
                directors, through August 2006) *Anthony
                Q. Joffe
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Robert
                S. Gigliotti
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Lawrence
                R. Van Etten
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -






*
            Director
                compensation for our former directors through August 2006 is based
                solely
                upon information provided to our current management by our former
                management.





Currently,
      directors do not receive any fees in connection with their service on the Board
      of Directors.




42





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





The
      following table sets forth, as of March 29, 2007, certain information concerning
      the beneficial ownership of common stock by (i) each person known by the company
      to be the owner of more than 5% of the outstanding common stock, (ii) each
      director, (iii) each Named Executive Officer, and (iv) all directors and
      executive officers as a group. In general, “beneficial ownership” includes those
      shares a director or executive officer has the power to vote or the power to
      transfer, and stock options and other rights to acquire common stock that are
      exercisable currently or become exercisable within 60 days. Except as indicated
      otherwise, the persons named in the table below have sole voting and investment
      power with respect to all shares shown as beneficially owned by them. The
      calculation of the percentage owned is based on 54,453,182 shares outstanding
      (plus, with respect only to each holder of securities that are exercisable
      for
      or convertible into common stock within 60 days, shares underlying such
      securities). The address of each of the directors and executive officers listed
      below is c/o Solution Technology International, Inc., 685 Mosser Road, Suite
      11,
      McHenry, MD 21541 unless otherwise indicated.





**Name
                and Address**
            
            **Amount
                and Nature**
              **of
                Beneficial Ownership**
            
            **Percentage
                of**
              **Outstanding**
              **Shares
                Owned**Dan
                L. Jonson
            
            
            17,836,985
            (1)
            
            31.3
            %Michael
                B. Shor
            
            
            1,823,425
            
            
            3.3
            %Mark
                Spaeth
            
            
            348,113
            
            
            *All
                directors and executive officers
                as a group (4 persons)
            
            
            20,008,523
            (1)
            
            35.1
            %





*
            Represents
                less than 1% of our outstanding common
                stock




(1)
                Includes
                    2,530,550 shares owned directly by Mr. Jonson’s spouse, of which shares
                    Mr. Jonson disclaims beneficial
                    ownership.




***Change
      in Control***





The
      Company does not anticipate any changes in control of the Company.





**Item
      12.**  **Certain
      Relationships and Related Transactions, and Director
      Independence**





The
      Company has several notes payable outstanding with related parties as identified
      in the Notes to the Financial Statements (Note 6) in Item 7. These notes bear
      interest at interest rates ranging from 6.5% to 10% annually. As of December
      31,
      2006, the Company has $502,865. Accrued interest on these amounts as of December
      31, 2006 is $72,301.





The
      Board
      of Directors has determined that Mr. Shor is an “independent director” based on
      the independence standards as defined by the marketplace rules of The Nasdaq
      Stock Market, Inc. (Nasdaq). The Board has made a subjective determination
      as to
      each independent director that no relationships exist which, in the opinion
      of
      the Board, would interfere with the exercise of independent judgment in carrying
      out the responsibilities of a director.




43





**Item
              **13.****
            **Exhibits**





3.1
            Amended
                and Restated Certificate of Incorporation (incorporated by reference
                to
                Appendix P to the registrant’s Definitive Information Statement on
                Schedule 14C, filed on June 23,
                2006)





3.2
            By-laws
                (incorporated by reference to Exhibit 3.2 to the registrant’s Current
                Report on Form 8-K filed on April 11,
                2006)





10.1
            Secured
                Convertible Debenture dated April 4, 2006 between Cornell Capital
                and the
                registrant (incorporated by reference to Exhibit 10.1 to the registrant’s
                Current Report on Form 8-K filed on April 11,
                2006)





10.2
            Termination
                Agreement dated April 4, 2006 between Cornell Capital and the registrant
                (incorporated by reference to Exhibit 10.2 to the registrant’s Current
                Report on Form 8-K filed on April 11,
                2006)





10.3
            Second
                Amended and Restated Secured Convertible Debenture dated April 4,
                2006
                between Cornell Capital and the registrant (incorporated by reference
                to
                Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on April
                11, 2006)





10.4
            Amended
                and Restated Investor Registration Rights Agreement dated April 4,
                2006
                between Cornell Capital and the registrant (incorporated by reference
                to
                Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on April
                11, 2006)





10.5
            Amended
                and Restated Security Agreement dated April 4, 2006 among Cornell
                Capital,
                Montgomery Equity Partners and the registrant (incorporated by reference
                to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on
                April 11, 2006)





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





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




44




10.8
            Warrant
                dated April 4, 2006 between Montgomery and the registrant (incorporated
                by
                reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K
                filed on April 11, 2006)





10.9
            Securities
                Purchase Agreement dated April 4, 2006 between Cornell Capital and
                the
                registrant (incorporated by reference to Exhibit 10.9 to the registrant’s
                Current Report on Form 8-K filed on April 11,
                2006)





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





10.11
            Amended
                and Restated Guaranty dated April 4, 2006 between Cornell Capital
                and
                Solution Technology International (incorporated by reference to Exhibit
                10.11 to the registrant’s Current Report on Form 8-K filed on April 11,
                2006)





10.12
            2005
                Stock Incentive Plan (incorporated by reference to Appendix Q to
                the
                registrant’s Definitive Information Statement on Schedule 14C, filed on
                June 23, 2006)





10.13
            Lease
                Agreement with Garrett College, dated June 1,
                2006





14
            Code
                of Ethics for the Chief Executive Officer and Senior Financial
                Officers





31.1
            Certification
                of the Chief Executive Officer required by Rule 13a-14(a) or Rule
                15d-14(a)





31.2
            Certification
                of the Chief Financial Officer required by Rule 13a-14(a) or Rule
                15d-14(a)





32.1
            Certification
                of the Chief Executive Officer required by Rule 13a-14(b) or Rule
                15d-14(b) and 18 U.S.C. 1350





32.2
            Certification
                of the Chief Financial Officer required by Rule 13a-14(b) or Rule
                15d-14(b) and 18 U.S.C. 1350





45




**Item
      14.**  **Principal
      Accountant Fees and Services**





***Audit
      Fees***





The
      aggregate fees billed for each of the fiscal years ended December 31, 2006
      and
      2005 for professional services rendered by the principal accountant for the
      audit of our annual financial statements and reviews of the quarterly financial
      statements was $71,183 and $60,622, respectively.




***Audit
      Related Fees***




None





***Tax
      Fees***




None





***All
      Other Fees***




None




46




**INDEX
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Page**Report
                    of Independent Registered Public Accounting Firm
                F-1Balance
                    Sheet as of December 31, 2006
                F-2Statements
                    of Operations for the Years EndedDecember
                    31, 2006 and 2005
                F-3Statements
                    of Changes in Stockholders’ Deficit for theYears
                    Ended December 31, 2006 and 2005
                F-4Statements
                    of Cash Flows for the Years Ended December 31, 2006 and
                    2005
                F-5Notes
                    to Consolidated Financial Statements
                F-6
  
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 Board
        of
        Directors
 Solution
        Technology International, Inc.
 (formerly
        Networth Technologies, Inc.)
 McHenry,
        Maryland
 
 We
        have
        audited the accompanying consolidated balance sheet of Solution Technology
        International, Inc. (formerly Networth Technologies, Inc.) (the “Company”) as of
        December 31, 2006 and the related statements of operations, changes in
        stockholders’ deficit, and cash flows for the years ended December 31, 2006 and
        2005. These consolidated financial statements are the responsibility of the
        Company’s management. Our responsibility is to express an opinion on these
        consolidated financial statements based on our audits.
 
 We
        conducted our audits in accordance with auditing standards of the Public
        Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement. An audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements. An audit also includes assessing the accounting
        principles used and significant estimates made by management, as well as
        evaluating the overall financial statement presentation. We believe that
        our
        audits provide a reasonable basis for our opinions.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Solution Technology International,
        Inc. (formerly Networth Technologies, Inc.) as of December 31, 2006, and
        the
        results of its statements of operations, changes in stockholders’ deficit, and
        cash flows for the years ended December 31, 2006 and 2005 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 1 to the
        financial statements, the Company has sustained operating losses and capital
        deficits that raise substantial doubt about its ability to continue as a
        going
        concern. Management’s plans in regard to these matters are also described in
        Note 1. The consolidated financial statements do not include any adjustments
        that might result from the outcome of these uncertainties.
  /s/
        Herman, Lagor, Hopkins & Meeks, P.A.
 
 March
        8,
        2007
 Tampa,
        Florida
  F-1
 **SOLUTION
          TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
          NETWORTH TECHNOLOGIES, INC.)**
 **CONSOLIDATED
          BALANCE SHEET**
 **DECEMBER
          31, 2006**
  **ASSETS**Current
                    Assets:Cash
                    and cash equivalents
                
                $
                64,043Prepaid
                    expenses and other current assets
                
                
                -Total
                    Current Assets
                
                
                64,043Fixed
                    Assets, Net of Depreciation
                
                
                26,558Other
                    Assets:Intangible
                    assets, net
                
                
                384,491Deferred
                    financing fees, net
                
                
                68,750Security
                    deposits
                
                
                2,828Total
                    Other Assets
                
                
                456,069**TOTAL
                    ASSETS**
                
                $
                546,670**LIABILITIES
                    AND STOCKHOLDERS' DEFICIT****LIABILITIES**Current
                    Liabilities:Current
                    portion of notes payable
                
                $
                1,400,000Notes
                    payable - bank
                
                
                200,000Notes
                    payable - related parties
                
                
                502,865Convertible
                    debentures
                
                
                -Derivative
                    liability
                
                
                2,075,067Accrued
                    compensation
                
                
                621,352Accounts
                    payable and accrued expenses
                
                
                769,860Total
                    Current Liabilities
                
                
                5,569,144Long-term
                    Liabilities:Convertible
                    debentures, net of disount of $1,330,022
                
                
                1,577,425Obligations
                    under capital lease, net of current maturities
                
                
                -Total
                    Long-term Liabilities
                
                
                1,577,425**Total
                    Liabilities**
                
                
                7,146,569**STOCKHOLDERS'
                    DEFICIT**Preferred
                    stock, $.01 Par Value; 8,000,000 shares authorizedand
                    0 shares issued and outstanding
                
                
                -Class
                    A Preferred stock, $.01 Par Value; 2,000,000 sharesauthorized
                    and 801,831 shares issued and outstanding
                
                
                8,018Common
                    stock, $.01 Par Value; 650,000,000 shares authorizedand
                    50,468,862 shares issued and 50,467,609 shares outstanding
                
                
                504,689Additional
                    paid-in capital
                
                
                18,390,641Accumulated
                    deficit
                
                
                (25,484,450
                )(6,581,102
                )Treasury
                    stock, 187,971 shares, at cost
                
                
                (18,797
                )**Total
                    Stockholders' Deficit**
                
                
                (6,599,899
                )**TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIT**
                
                $
                546,670
 The
          accompanying notes are an integral part of the consolidated financial
          statements.
  F-2
 **SOLUTION
          TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
          NETWORTH TECHNOLOGIES, INC.)** **CONSOLIDATED
            STATEMENTS OF OPERATIONS** **FOR
              THE YEARS ENDED DECEMBER 31, 2006 AND
              2005**
 **2006**
                  
                  **2005****OPERATING
                      REVENUES**Sales
                  
                  $
                  -
                  
                  $
                  5,000**COST
                      OF SALES**Software
                      and support costs
                  
                  
                  32,390
                  
                  
                  -Compensation
                      expense
                  
                  
                  -
                  
                  
                  -Amortization
                      of intangible assets
                  
                  
                  96,123
                  
                  
                  96,123Other
                      costs
                  
                  
                  -
                  
                  
                  -**Total
                      Cost of Sales**
                  
                  
                  128,513
                  
                  
                  96,123**GROSS
                      LOSS**
                  
                  
                  (128,513
                  )
                  
                  (91,123
                  )**OPERATING
                      EXPENSES**Compensation
                      expense
                  
                  
                  326,709
                  
                  
                  732,212Professional
                      and consulting fees
                  
                  
                  342,358
                  
                  
                  916,454Rent
                      expense
                  
                  
                  58,733
                  
                  
                  89,719Other
                      general and administrative expenses
                  
                  
                  201,005
                  
                  
                  104,685Depreciation
                  
                  
                  11,711
                  
                  
                  18,066**Total
                      Operating Expenses**
                  
                  
                  940,516
                  
                  
                  1,861,136**LOSS
                      BEFORE OTHER INCOME (EXPENSE)**
                  
                  
                  (1,069,029
                  )
                  
                  (1,952,259
                  )**OTHER
                      INCOME (EXPENSE)**Other
                      income (expense)
                  
                  
                  -
                  
                  
                  (37,064
                  )Forgiveness
                      of debt
                  
                  
                  553,109
                  
                  
                  -Loss
                      on fair value of derivative liability
                  
                  
                  (25,776
                  )
                  
                  -Gain
                      (loss) on conversion of convertible debentures
                  
                  
                  16,351
                  
                  
                  -Amortization
                      of debt extinguishment
                  
                  
                  -
                  
                  
                  (83,245
                  )Interest
                      income
                  
                  
                  4,122
                  
                  
                  23Accretion
                      of discount on convertible debentures
                  
                  
                  (745,046
                  )Interest
                      expense
                  
                  
                  (355,258
                  )
                  
                  (256,788
                  )**Total
                      Other Income (Expense)**
                  
                  
                  (552,498
                  )
                  
                  (377,074
                  )**NET
                      LOSS BEFORE PROVISION FOR INCOME TAXES**
                  
                  
                  (1,621,527
                  )
                  
                  (2,329,333
                  )**Provision
                      for Income Taxes**
                  
                  
                  -
                  
                  
                  -**NET
                      LOSS APPLICABLE TO COMMON SHARES**
                  
                  $
                  (1,621,527
                  )
                  $
                  (2,329,333
                  )**NET
                      LOSS PER BASIC AND DILUTED SHARES**
                  
                  $
                  (0.14
                  )
                  $
                  (14.73
                  )**WEIGHTED
                      AVERAGE NUMBER OF COMMON****SHARES
                      OUTSTANDING**
                  
                  
                  11,366,160
                  
                  
                  158,111
  The
        accompanying notes are an integral part of the
        consolidated financial statements.
  F-3
 **SOLUTION
          TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
          NETWORTH TECHNOLOGIES INC.)** **CONSOLIDATED
            STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT** **FOR
              THE YEARS ENDED DECEMBER 31, 2006 AND 2005**
 **Additional****Preferred
                    Stock**
                
                **Common
                    Stock**
                
                **Treasury**
                
                **Paid-in**
                
                **Accumulated****Shares**
                
                **Amount**
                
                **Shares**
                
                **Amount**
                
                **Stock**
                
                **Capital**
                
                **Deficit**
                
                **Total**Balance
                    September 30, 2003
                
                
                1,406,531
                
                $
                14,065
                
                
                123,773,963
                
                $
                1,237,740
                
                $
                (18,797
                )
                $
                17,249,090
                
                $
                (21,800,101
                )
                $
                (3,318,003
                )Prior
                    period adjustment
                
                
                -
                
                
                -
                
                
                
                
                
                
                
                
                -
                
                
                -
                
                
                -
                
                
                -Balance
                    December 31, 2002, as restated
                
                
                1,406,531
                
                
                14,065
                
                
                
                
                
                
                
                
                (18,797
                )
                
                17,249,090
                
                
                (21,800,101
                )
                
                (3,318,003
                )Shares
                      issued for services rendered by employees and
                      directors
                
                
                -
                
                
                -
                
                
                616,700
                
                
                6,167
                
                
                -
                
                
                8,193
                
                
                -
                
                
                14,360Shares
                      issued for services rendered by employees and
                      directors
                
                
                -
                
                
                -
                
                
                514,500
                
                
                5,145
                
                
                -
                
                
                5,145
                
                
                -
                
                
                10,290Cancellation
                    of issuable shares
                
                
                -
                
                
                -
                
                
                (33,000
                )
                
                (330
                )
                
                -
                
                
                (370
                )
                
                -
                
                
                (700
                )Shares
                      issued for services rendered by employees and
                      directors
                
                
                -
                
                
                -
                
                
                470,000
                
                
                4,700
                
                
                -
                
                
                4,700
                
                
                -
                
                
                9,400Exercise
                    of options to purchase common stock
                
                
                -
                
                
                -
                
                
                547,500
                
                
                5,475
                
                
                -
                
                
                (5,475
                )
                
                -
                
                
                -Shares
                    issued to employees, consultants and attorneys
                
                
                -
                
                
                -
                
                
                7,684,190
                
                
                76,842
                
                
                -
                
                
                13,667
                
                
                -
                
                
                90,509Shares
                      issued in reverse merger of Networth Systems, Inc. (a
                      recapitalization)
                
                
                -
                
                
                -
                
                
                75,000,002
                
                
                750,000
                
                
                -
                
                
                (750,000
                )
                
                -
                
                
                -Shares
                    issued to directors in connection with reverse merger
                
                
                -
                
                
                -
                
                
                6,500,000
                
                
                65,000
                
                
                -
                
                
                (65,000
                )
                
                -
                
                
                -Shares
                    issued under director and officer compensation plan
                
                
                -
                
                
                -
                
                
                6,704,000
                
                
                67,040
                
                
                -
                
                
                67,040
                
                
                -
                
                
                134,080Net
                    loss for the year, as previously reported
                
                
                -
                
                
                -
                
                
                
                
                
                
                
                
                -
                
                
                -
                
                
                (619,548
                )
                
                (619,548
                )Prior
                    period adjustment
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (122,969
                )
                
                (122,969
                )1
                    for 10 reverse stock split
                
                
                -
                
                
                -
                
                
                (207,839,580
                )
                
                (2,078,397
                )
                
                -
                
                
                2,078,397
                
                
                -
                
                
                -Net
                    loss for the year
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (735,791
                )
                
                (735,791
                )Balance
                    December 31, 2004
                
                
                1,406,531
                
                $
                14,065
                
                
                929,218
                
                $
                9,292
                
                $
                (18,797
                )
                $
                17,733,175
                
                $
                (21,533,590
                )
                $
                (3,795,855
                )Issuance
                      of common stock under convertible debenture
                      agreement
                
                
                -
                
                
                -
                
                
                42,659
                
                
                427
                
                
                -
                
                
                63,562
                
                
                -
                
                
                63,989Shares
                    issued for financial printing services
                
                
                -
                
                
                -
                
                
                30,000
                
                
                300
                
                
                -
                
                
                44,700
                
                
                -
                
                
                45,000Shares
                    issued to directors for services rendered
                
                
                -
                
                
                -
                
                
                337,497
                
                
                3,375
                
                
                -
                
                
                691,120
                
                
                -
                
                
                694,495Shares
                      issued in reverse merger of Solution Technology International,
                      Inc. (a
                      recapitalization)
                
                
                -
                
                
                -
                
                
                632,940
                
                
                6,329
                
                
                -
                
                
                (6,329
                )
                
                -
                
                
                -Conversion
                    of preferred shares into common shares
                
                
                (291,700
                )
                
                (2,917
                )
                
                194,467
                
                
                1,945
                
                
                -
                
                
                972
                
                
                -
                
                
                -Liability
                    for stock to be issued
                
                
                -
                
                
                -
                
                
                
                
                
                
                
                
                -
                
                
                (3,272,721
                )
                
                -
                
                
                (3,272,721
                )Net
                    loss for the year
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (2,329,333
                )
                
                (2,329,333
                )Balance
                    December 31, 2005
                
                
                1,114,831
                
                
                11,148
                
                
                2,166,781
                
                
                21,668
                
                
                (18,797
                )
                
                15,254,479
                
                
                (23,862,923
                )
                
                (8,594,425
                )Conversion
                    of preferred shares into common shares
                
                
                (313,000
                )
                
                (3,130
                )
                
                208,667
                
                
                2,087
                
                
                -
                
                
                1,043
                
                
                -
                
                
                -Shares
                      issued in reverse merger of Solution Technology International,
                      Inc. (a
                      recapitalization)
                
                
                -
                
                
                -
                
                
                38,800,285
                
                
                388,002
                
                
                -
                
                
                2,884,719
                
                
                -
                
                
                3,272,721Shares
                      issued in conversion of note payable - related party and accrued
                      interest
                      on the note
                
                
                -
                
                
                -
                
                
                525,462
                
                
                5,255
                
                
                -
                
                
                38,077
                
                
                -
                
                
                43,332Shares
                      issued in conversion of convertible debentures with Advantage
                      Capital
                      Development Corp.
                
                
                -
                
                
                -
                
                
                431,159
                
                
                4,312
                
                
                -
                
                
                25,688
                
                
                -
                
                
                30,000Shares
                    issued for cash in private placement
                
                
                -
                
                
                -
                
                
                7,936,508
                
                
                79,365
                
                
                -
                
                
                170,635
                
                
                -
                
                
                250,000Shares
                    issued for services rendered
                
                
                -
                
                
                -
                
                
                400,000
                
                
                4,000
                
                
                -
                
                
                16,000
                
                
                -
                
                
                20,000Net
                    loss for the year
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,621,527
                )
                
                (1,621,527
                )Balance
                    December 31, 2006
                
                
                801,831
                
                $
                8,018
                
                
                50,468,862
                
                $
                504,689
                
                $
                (18,797
                )
                $
                18,390,641
                
                $
                (25,484,450
                )
                $
                (6,599,899
                )
  The
            accompanying notes are an integral part of the consolidated financial
            statements.
 F-4
 **SOLUTION
          TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
          NETWORTH TECHNOLOGIES, INC.)** **CONSOLIDATED
            STATEMENTS OF CASH FLOWS** **FOR
              THE YEARS ENDED DECEMBER 31, 2006 AND 2005**
 **2006**
                
                **2005****CASH
                    FLOWS FROM OPERATING ACTIVITIES**Net
                    loss
                
                $
                (1,621,527
                )
                $
                (2,329,333
                )**Adjustments
                    to reconcile net loss to net cash****used
                    in operating activities:**Depreciation
                    and amortization
                
                
                149,084
                
                
                114,191(Gain)
                    Loss on conversion of convertible debenture
                
                
                (16,352
                )
                
                48,798Common
                    stock issued for consulting services
                
                
                20,000
                
                
                376,500Accretion
                    of discount on convertible debentures
                
                
                745,046
                
                
                -Forgiveness
                    of debt
                
                
                (553,109
                )
                
                -Amortization
                    of debt extinguishment
                
                
                -
                
                
                83,245**Changes
                    in assets and liabilities**Decrease
                    in accounts receivable
                
                
                -
                
                
                -(Increase)
                    in prepaid expenses and other assets
                
                
                -
                
                
                -Increase
                    (decrease) in accrued compensation
                
                
                (179,725
                )
                
                582,508Increase
                    in accounts payable and accrued expenses
                
                
                353,922
                
                
                573,518Total
                    adjustments
                
                
                518,866
                
                
                1,778,760**Net
                    cash used in operating activities**
                
                
                (1,102,661
                )
                
                (550,573
                )**CASH
                    FLOWS FROM INVESTING ACTIVITIES**Acquisitions
                    of intangible assets
                
                
                -
                
                
                -Acquisitions
                    of fixed assets
                
                
                (24,685
                )
                
                -Decrease
                    in security deposits
                
                
                4,237
                
                
                -**Net
                    cash used in investing activities**
                
                
                (20,448
                )
                
                -**CASH
                    FLOWS FROM FINANCING ACTIVITES**Proceeds
                    from the issuance of common stock
                
                
                -
                
                
                -Proceeds
                    (repayments) on note payable - bank
                
                
                (16,500
                )
                
                16,500Increase
                    (decrease) in bank overdraft
                
                
                (422
                )
                
                422Proceeds
                    from note payable
                
                
                -
                
                
                -Proceeds
                    from the issuance of stock in private placement
                
                
                250,000
                
                
                -Proceeds
                    from notes payable - related parties
                
                
                36,411
                
                
                250,843Proceeds
                    from convertible debentures, net of deferred financing
                    fees
                
                
                890,000
                
                
                285,000Proceeds
                    from conversion of convertible debentures into common
                    stock
                
                
                30,000
                
                
                -Payments
                    of obligations under capital lease
                
                
                (2,337
                )
                
                (2,644
                )**Net
                    cash provided by financing activities**
                
                
                1,187,152
                
                
                550,121**NET
                    INCREASE (DECREASE) IN****CASH
                    AND CASH EQUIVALENTS**
                
                
                64,043
                
                
                (452
                )**CASH
                    AND CASH EQUIVALENTS -****BEGINNING
                    OF PERIOD**
                
                
                -
                
                
                452**CASH
                    AND CASH EQUIVALENTS - END OF PERIOD**
                
                $
                64,043
                
                $
                -**CASH
                    PAID DURING THE YEAR FOR:**Interest
                    expense
                
                $
                111,520
                
                $
                35,716**SUPPLEMENTAL
                    DISCLOSURE OF NONCASH INFORMATION:**Reclassification
                    of deferred compensation to note payable - related party
                
                $
                -
                
                $
                150,000Increase
                    in derivatives liability in connection with refinancing
                
                $
                782,338
                
                $
                -Conversion
                    of note payable - related party and accrued interest for common
                    stock
                
                $
                43,332
                
                $
                -Preferred
                    stock issued in conversion of convertible debentures
                
                $
                3,130
                
                $
                -Common
                    stock issued in connection with reverse merger
                
                $
                3,272,721
                
                $
                -Liabilities
                    assumed in reverse merger:Convertible
                    debentures - prior owner
                
                $
                -
                
                $
                625,000Accounts
                    payable
                
                $
                -
                
                $
                150,000
  The
        accompanying notes are an integral part of the
        consolidated financial statements.
  F-5
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        1-**  **ORGANIZATION
        AND BASIS OF PRESENTATION**
 
 On
        May
        19, 2005, Networth Technologies, Inc. (the “Company”), Solution Technology
        International, Inc. (“STI”) and STI Acquisition Company Corp., a newly formed
        Delaware corporation, entered into an Agreement and Plan of Merger pursuant
        to
        which the Company was required to issue shares equal to 90% of its outstanding
        shares at the date of the merger for 100% of the outstanding shares of STI.
        As a
        result of the Agreement, the transaction will be treated for accounting purposes
        as a reverse merger by STI being the accounting acquirer. The merger was
        effective June 20, 2005 and the STI shares were deemed to be paid. In addition,
        STI cancelled all of its certificates and as of December 31, 2006 have received
        38.800.285 shares of common stock of the Company.
 
 Solution
        Technology International, Inc. (the “Company”) incorporated in Delaware on April
        27, 1993, is a software product company based in McHenry, Maryland offering
        an
        enterprise solution for the global insurance and reinsurance industry. The
        Company has created complex reinsurance algorithms and methodologies to support
        automation of complex technical accounting methods and claims recovery
        processes. The Company has also developed sophisticated expert underwriting
        methods and trend analysis tools that support the insurance and reinsurance
        industries.
 
 On
        August
        15, 2006, the Company approved a 1 for 150 share reverse stock split. The
        result
        of the reverse stock split brought the issued and outstanding shares to
        2,375,448 from 356,317,160 shares. The share amounts have been reflected
        retrospective of the stock split.
 
 The
        Company on June 23, 2006, changed its name to Solution Technology International,
        Inc.
  F-6
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        1-**  **ORGANIZATION
        AND BASIS OF PRESENTATION** **(CONTINUED)**
 
 **Going
        Concern**
 
 As
        shown
        in the accompanying consolidated financial statements the Company had recurring
        losses of $1,621,527 and $2,329,333 for the years ended December 31, 2006
        and
        2005, respectively, and has a working capital deficiency of $5,505,101 as
        of
        December 31, 2006. The Company is overdue on their debt obligations, and
        has
        generated very little revenue. There is no guarantee that the Company will
        be
        able to raise enough capital or generate revenues to sustain its operations.
        These conditions raise substantial doubt about the Company’s ability to continue
        as a going concern for a reasonable period.
 
 Management
        believes that the Company’s capital requirements will depend on many factors
        including the success of the Company’s stock, as well as its sales efforts. The
        Company has borrowed additional amounts from lending sources as well as related
        parties to fund its operations. The Company continues to pursue additional
        sources of capital to carry out its business plan. The Company’s ability to
        continue as a going concern for a reasonable period is dependent upon
        management’s ability to raise additional interim capital and, ultimately,
        achieve profitable operations. There can be no assurance that management
        will be
        able to raise sufficient capital, under terms satisfactory to the Company,
        if at
        all.
 
 The
        consolidated financial statements do not include any adjustments relating
        to the
        carrying amounts of recorded assets or the carrying amounts and classification
        of recorded liabilities that may be required should the Company be unable
        to
        continue as a going concern.
 
 **NOTE
        2-**   **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
  **Principles
        of Consolidation**
 
 The
        consolidated financial statements include the accounts of the Company and
        all of
        its wholly owned subsidiary. All significant intercompany accounts and
        transactions have been eliminated in consolidation.
  F-7
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        2-**   **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Use
        of Estimates**
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting period. On an on-going basis, the Company evaluates
        its
        estimates, including, but not limited to, those related to bad debts, income
        taxes and contingencies. The Company bases its estimates on historical
        experience and on various other assumptions that are believed to be reasonable
        under the circumstances, the results of which form the basis for making
        judgments about the carrying value of assets and liabilities that are not
        readily apparent from other sources. Actual results could differ from those
        estimates.
 
 **Cash
        and Cash Equivalents**
 
 The
        Company considers all highly liquid debt instruments and other short-term
        investments with an initial maturity of three months or less to be cash
        equivalents.
 
 **Intangible
        Assets**
 
 Intangible
        assets consist of software and related technology and are carried at cost
        and
        are amortized over the period of benefit, ten years, generally on a
        straight-line basis. These intangible assets are also used as security under
        the
        Loan and Security Agreement and an Intellectual Property Agreement entered
        into
        with Crosshill (see Note 4).
 
 Costs
        incurred in creating products are charged to expense when incurred as research
        and development until technological feasibility is established upon completion
        of a working model. Thereafter, all software production costs are capitalized
        and carried at cost. Capitalized costs are amortized based on straight-line
        amortization over the remaining estimated economic life of the product -
        ten
        years. Amortization included in cost of sales is $96,123 and $96,123 for
        the
        years ended December 31, 2006 and 2005, respectively.
 
 In
        accordance with SFAS No. 2, *“Accounting
        for Research and Development Costs”* ,
        SFAS
        No. 68, *“Research
        and Development Arrangements”* ,
        and
        SFAS No. 86, *“Accounting
        for the Costs of Computer Software to be Sold, Leased, or Otherwise
        Marketed”* ,
        technological feasibility for the product was established on January 1, 2001
        with completion of the working model.
 
 All
        costs
        subsequent to this date have been capitalized. Management on an annual basis
        determines if there is further impairment on their intangible assets. All
        costs
        capitalized occurred from 2001 through 2002. At that point the software and
        related technology was deemed completed.
  F-8
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        2-**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Intangible
        Assets** **(Continued)**
 
 Identified
        intangible assets are regularly reviewed to determine whether facts and
        circumstances exist which indicate that the useful life is shorter than
        originally estimated or the carrying amount of assets may not be recoverable.
        The Company assesses the recoverability of its identifiable intangible assets
        by
        comparing the projected discounted net cash flows associated with the related
        asset or group of assets over their remaining lives against their respective
        carrying amounts. Impairment, if any, is based on the excess of the carrying
        amount over the fair value of those assets.
 **As
                    of December 31, 2006****Gross
                    Carrying Amount**
                
                **Accumulated
                    Amortization**
                
                **Net****Amortized
                    Intangible Assets:**Software
                    and related technology
                
                $
                961,229
                
                $
                576,738
                
                $
                384,491**Amortization
                    Expense:**For
                    the year ended December 31, 2006
                
                
                
                
                $
                96,123For
                    the year ended December 31, 2005
                
                
                
                
                
                96,123**Estimated
                    Amortization Expense:**For
                    the year ended December 31, 2007
                
                
                
                
                $
                96,123For
                    the year ended December 31, 2008
                
                
                
                
                
                96,123For
                    the year ended December 31, 2009
                
                
                
                
                
                96,123For
                    the year ended December 31, 2010
                
                
                
                
                
                96,122Total
                
                
                
                
                $
                384,491
  F-9
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        2-**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Revenue
        Recognition**
  When
        a
        software license arrangement requires us to provide significant production,
        customization or modification of the software, or when the customer considers
        these services essential to the functionality of the software product, the
        fees
        for the product license, implementation services and maintenance and support
        are
        recognized using the percentage of completion method. Under percentage of
        completion accounting, these revenues are recognized as work progresses based
        upon cost incurred. Any expected losses on contracts in progress are expensed
        in
        the period in which the losses become probable and reasonably estimable.
  If
        an
        arrangement includes acceptance criteria, revenue is not recognized until
        we can
        objectively demonstrate that the software or service can meet the acceptance
        criteria, or the acceptance period lapses, whichever occurs earlier.
 
 Other
        elements of our software arrangements are services that do not involve
        significant production, modification or customization of the Company’s software
        as defined in SOP 97-2. These components do not constitute a significant
        amount
        of the revenue generated currently, and did not during the early years of
        the
        post technological feasibility period. These components are recognized as
        the
        services are performed based on the accrual method of accounting.
 
 **Income
        Taxes**
 
 The
        Company accounts for income taxes utilizing the liability method of accounting.
        Under the liability method, deferred taxes are determined based on differences
        between financial statement and tax bases of assets and liabilities at enacted
        tax rates in effect in years in which differences are expected to reverse.
        Valuation allowances are established, when necessary, to reduce deferred
        tax
        assets to amounts that are expected to be realized.
 
 **Fair
        Value of Financial Instruments (other than Derivative Financial
        Instruments)**
 
 The
        carrying amounts reported in the consolidated balance sheet for cash and
        cash
        equivalents, and accounts payable approximate fair value because of the
        immediate or short-term maturity of these financial instruments. For the
        notes
        payable, the carrying amount reported is based upon the incremental borrowing
        rates otherwise available to the Company for similar borrowings. For the
        convertible debentures, fair values were calculated at net present value
        using
        the Company’s weighted average borrowing rate for debt instruments without
        conversion features applied to total future cash flows of the
        instruments.
  F-10
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        2-**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
  **Convertible
        Instruments**
 
 The
        Company reviews the terms of convertible debt and equity securities for
        indications requiring bifurcation, and separate accounting, for the embedded
        conversion feature. Generally, embedded conversion features, where the ability
        to physical or net-share settle the conversion option is not within the control
        of the Company, are bifurcated and accounted for as a derivative financial
        instrument. (See Derivative Financial Instruments below). Bifurcation of
        the
        embedded derivative instrument requires allocation of the proceeds first
        to the
        fair value of the embedded derivative instrument with the residual allocated
        to
        the debt instrument. The resulting discount to the face value of the debt
        instrument is amortized through periodic charges to interest expense using
        the
        Effective Interest Method. During December 2006, the Company issued 431,159
        shares of stock in the conversion of $30,000 of the convertible debentures
        issued to Advantage Capital Development Corp. The Company recognized a gain
        of
        $16,352 on the extinguishment of these debentures.
 
 **Derivative
        Financial Instruments**
 
 The
        Company generally does not use derivative financial instruments to hedge
        exposures to cash-flow or market risks. However, certain other financial
        instruments, such as warrants or options to acquire common stock and the
        embedded conversion features of debt and preferred instruments that are indexed
        to the Company’s common stock, are classified as liabilities when either (a) the
        holder possesses rights to net-cash settlement or (b) physical or net share
        settlement is not within the control of the Company. In such instances, net-cash
        settlement is assumed for financial accounting and reporting, even when the
        terms of the underlying contracts do not provide for net-cash settlement.
        Such
        financial instruments are initially recorded at fair value and subsequently
        adjusted to fair value at the close of each reporting period. These derivative
        financial instruments are indexed to an aggregate of 35,162,476 shares of
        the
        Company’s common stock as of December 31, 2006 and are carried at fair value.
        The embedded conversion feature amounted to $2,051,576 at December 31, 2006.
        Accretion on the discount of the convertible debentures amounted to $744,269
        for
        the year ended December 31, 2006. In addition, there is a derivative liability
        recognized on the 266,667 warrants issued in April 2006 to Cornell in the
        amount
        of $23,491.
  F-11
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        2-**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Fixed
        Assets**
  Fixed
        assets are stated at cost. Depreciation is computed using the straight-line
        method over the estimated useful lives of the assets.
 
 When
        assets are retired or otherwise disposed of, the costs and related accumulated
        depreciation are removed from the accounts, and any resulting gain or loss
        is
        recognized in income for the period. The cost of maintenance and repairs
        is
        charged to income as incurred; significant renewals and betterments are
        capitalized. Deduction is made for retirements resulting from renewals or
        betterments.
 
 **Accounts
        Receivable**
  The
        Company conducts business and extends credit based on an evaluation of the
        customers’ financial condition, generally without requiring collateral. Exposure
        to losses on receivables is expected to vary by customer due to the financial
        condition of each customer. The Company monitors exposure to credit losses
        and
        maintains allowances for anticipated losses considered necessary under the
        circumstances.
 
 **Impairment
        of Long-Lived Assets**
 
 Long-lived
        assets, primarily fixed assets and intangible assets, are reviewed for
        impairment whenever events or changes in circumstances indicate that the
        carrying amount of the assets might not be recoverable. The Company does
        not
        perform a periodic assessment of assets for impairment in the absence of
        such
        information or indicators. Conditions that would necessitate an impairment
        assessment include a significant decline in the observable market value of
        an
        asset, a significant change in the extent or manner in which an asset is
        used,
        or a significant adverse change that would indicate that the carrying amount
        of
        an asset or group of assets is not recoverable. For long-lived assets to
        be held
        and used, the Company recognizes an impairment loss only if its carrying
        amount
        is not recoverable through its undiscounted cash flows and measures the
        impairment loss based on the difference between the carrying amount and
        estimated fair value.
 
 **Loss
        Per Share of Common Stock**
 
 Basic
        net
        loss per common share is computed using the weighted average number of common
        shares outstanding. Diluted earnings per share (EPS) includes additional
        dilution from common stock equivalents, such as stock issuable pursuant to
        the
        exercise of stock options and warrants. Common stock equivalents were not
        included in the computation of diluted earnings per share when the Company
        reported a loss because to do so would be antidilutive for periods
        presented.
  F-12
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        2-**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Loss
        Per Share of Common Stock** **(Continued)**
  The
        following is a reconciliation of the computation for basic and diluted
        EPS:
 **December
                    31, 2006**
                
                **December
                    31, 2005**Net
                    loss
                
                $
                (1,621,527
                )
                $
                (2,329,333
                )Weighted-average
                    common shares Outstanding (Basic)
                
                
                11,366,160
                
                
                158,111Weighted-average
                    common stockEquivalentsConvertible
                    debentures
                
                
                35,162,100
                
                
                658,157Stock
                    options
                
                
                -
                
                
                -Warrants
                
                
                11,888,912
                
                
                -Weighted-average
                    common shares Outstanding (Diluted)
                
                
                58,417,172
                
                
                816,268
  **Deferred
        Financing Fees**
 
 The
        Company incurred $110,000 in commitment and structuring fees relating to
        the
        $1,000,000 convertible debenture agreement they entered into on April 4,
        2006
        with Cornell Capital. These fees are being amortized over the life of the
        convertible debenture which is 24 months. Amortization expense for the nine
        months ended December 31, 2006 is $41,250. The net deferred financing fees
        at
        December 31, 2006 are $68.750.
 
 **Stock-Based
        Compensation**
 
 The
        Company measures compensation expense for its non-employee stock-based
        compensation under the Financial Accounting Standards Board (FASB) Emerging
        Issues Task Force (EITF) Issue No. 96-18, “ *Accounting
        for Equity Instruments that are Issued to Other Than Employees for Acquiring,
        or
        in Conjunction with Selling, Goods or Services* ”.
        The
        fair value of the option issued is used to measure the transaction, as this
        is
        more reliable than the fair value of the services received. The fair value
        is
        measured at the value of the Company’s common stock on the date that the
        commitment for performance by the counterparty has been reached or the
        counterparty’s performance is complete. The fair value of the equity instrument
        is charged directly to compensation expense and additional paid-in
        capital.
  F-13
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        2-**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Stock
        Options**
 
 The
        Company adopted SFAS No. 123 (Revised 2004), *Share Based Payment* (“SFAS
        No. 123R”), under the modified-prospective transition method on
        January 1, 2006. SFAS No. 123R requires companies to measure and
        recognize the cost of employee services received in exchange for an award
        of
        equity instruments based on the grant-date fair value. Share-based compensation
        recognized under the modified-prospective transition method of SFAS
        No. 123R includes share-based compensation based on the grant-date fair
        value determined in accordance with the original provisions of SFAS
        No. 123, *Accounting for Stock-Based Compensation,* for all
        share-based payments granted prior to and not yet vested as of January 1,
        2006 and share-based compensation based on the grant-date fair-value determined
        in accordance with SFAS No. 123R for all share-based payments granted after
        January 1, 2006. SFAS No. 123R eliminates the ability to account for
        the award of these instruments under the intrinsic value method prescribed
        by
        Accounting Principles Board (“APB”) Opinion No. 25, *Accounting for Stock Issued to Employees* , and
        allowed under the original provisions of SFAS No. 123. Prior to the
        adoption of SFAS No. 123R, the Company accounted for its stock option plans
        using the intrinsic value method in accordance with the provisions of APB
        Opinion No. 25 and related interpretations.
 
 As
        a
        result of adopting SFAS No. 123R, the Company recognized $228,131 in
        share-based compensation expense for the year ended December 31, 2006 related
        to
        options granted to employees in May 2006. The impact of this share-based
        compensation expense on the Company's basic and diluted earnings per share
        was
        $0.00 per share. The fair value of our stock options was estimated using
        the
        Black-Scholes option pricing model.
 
 For
        periods presented prior to the adoption of SFAS No. 123R, pro forma
        information regarding net income and earnings per share as required by SFAS
        No. 123R has been determined as if we had accounted for our employee stock
        options under the original provisions of SFAS No. 123. The fair value of
        these options was estimated using the Black-Scholes option pricing model.
        There
        was no pro forma expense to recognize during the year ended December 31,
        2005.
  F-14
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        2-**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** **(CONTINUED)**
 
 **Recent
        Accounting Pronouncements**
  FASB
        Interpretation No 48, “Accounting for Uncertainty in Income Taxes — an
        interpretation of FASB Statement No. 109” (“FIN 48”), was issued In
        July 2006. This interpretation clarifies the accounting for uncertainty in
        income taxes recognized in an entity’s financial statements in accordance with
        SFAS No. 109, “Accounting for Income Taxes.” It prescribes a recognition
        threshold and measurement attribute for financial statement disclosure of
        tax
        positions taken, or expected to be taken, on a tax return. The Company will
        be
        required to adopt FIN 48 in the first quarter of fiscal 2008. Management
        is
        currently evaluating the requirements of FIN 48 and has not yet determined
        the
        impact on the financial statements.
 
 In
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement”
(“SFAS 157”), which defines fair value, establishes a framework for measuring
        fair value and expands disclosures about assets and liabilities measured
        at fair
        value. The Company will be required to adopt SFAS 157 in the first quarter
        of
        fiscal 2009. Management is currently evaluating the requirements of SFAS
        157 and
        has not yet determined the impact on the financial statements.
 
 In
        September 2006, the FASB issued SFAS No. 158 (“SFAS 158”), “Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans — an
        amendment of FASB Statements No. 87, 88, 106, and 132(R).” SFAS 158
        requires an employer to recognize a plan’s funded status in its statement of
        financial position, measure a plan’s assets and obligations as of the end of the
        employer’s fiscal year and recognize the changes in a defined benefit
        postretirement plan’s funded status in comprehensive income in the year in which
        the changes occur. The Company will be required to recognize the funded status
        of benefit plans and adopt the new disclosure requirements effective
        August 31, 2007. The Company will be required to measure plan assets and
        benefit obligations as of the date of the fiscal year-end statement of financial
        position effective August 31, 2009. Management is currently evaluating the
        requirements of SFAS 158, but based on the current funded status of the plans,
        management does not anticipate SFAS 158 will have a material impact on the
        Company’s financial statements.
 
 In
        September 2006, the SEC issued SAB No. 108, which provides guidance on the
        process of quantifying financial statement misstatements. In SAB No. 108,
        the
        SEC staff establishes an approach that requires quantification of financial
        statement errors, under both the iron-curtain and the roll-over methods,
        based
        on the effects of the error on each of the Company’s financial statements and
        the related financial statement disclosures. SAB No.108 is generally effective
        for annual financial statements in the first fiscal year ending after November
        15, 2006. The transition provisions of SAB No. 108 permits existing public
        companies to record the cumulative effect in the first year ending after
        November 15, 2006, by recording correcting adjustments to the carrying values
        of
        assets and liabilities as of the beginning of that year with the offsetting
        adjustment recorded to the opening balance of retained earnings. Management
        does
        not expect that the adoption of SAB No.108 would have a material effect on
        the
        Company’s consolidated financial statements.
  F-15
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        3-**  **FIXED
        ASSETS**
 
 Fixed
        assets as of December 31, 2006 were as follows:
 
 Estimated
                  UsefulLives
                  (Years)Furniture
                  and fixtures
              
              
              7
              
              $
              25,544Machinery
                  and equipment
              
              
              3-7
              
              
              102,425Leasehold
                  improvements
              
              
              6
              
              
              11,870Vehicles
              
              
              5
              
              
              26,908166,747Less:
                  accumulated depreciation
              
              
              
              
              
              140,189Property
                  and equipment, net
              
              
              
              
              $
              26,558
 
 Included
        in machinery and equipment is $11,298 in equipment held under capital lease.
        The
        accumulated depreciation on this equipment as of December 31, 2006 is $9,913.
        There was $11,711 and $18,066 charged to operations for depreciation expense
        for
        the years ended December 31, 2006 and 2005, respectively.
 
 **NOTE
        4-**  **NOTES
        PAYABLE**
 
 **SPL**
 
 The
        Company entered into an agreement with the Swiss Pool for Aviation Insurance
        (“SPL”) whereby SPL advanced the Company under their Master SurSITE Agreement,
        a
        license/hosting fee and associated professional service fees. Advanced fees
        were
        recognized as both revenue to the Company for achieving certain benchmarks
        in
        accordance with the agreement, and certain fees were advances to be repaid
        due
        to contractual obligations to SPL. The original terms were for the advances
        to
        be repaid in a period not to exceed five years, no interest. In 2004, interest
        started accruing at 2.5% annually. The Company originally was advanced $700,000
        from June 2002 through October 2002, and credited one quarterly maintenance
        fee
        of $35,000 in 2002 and two quarterly maintenance fees totaling $70,000 in
        2003.
        Additionally, SPL advanced another $200,000 in 2003 at 9% interest annually
        of
        which $45,000 was repaid in June 2004. Interest expense for the years ended
        December 31, 2006 and 2005 were $18,750 and $18,750, respectively. The note
        payable balance due at December 31, 2006 was $750,000.
  F-16
 
 **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        4-**  **NOTES
        PAYABLE** **(CONTINUED)**
 
 **Crosshill**
 
 The
        Company entered into a revolving promissory note agreement (the “Agreement”)
        with Crosshill Georgetown Capital, L.P. (“Crosshill”) on January 10, 2003.
        Pursuant to the Agreement, Crosshill loaned the Company $750,000 which matures
        upon the earlier of the Company closing on an equity raise of not less than
        $2,000,000 or July 10, 2003, which has been amended on various occasions
        through
        December 31, 2004. The note accrued interest at 12% annually. This note was
        converted to long-term debt on July 1, 2004.
 
 The
        Company has $650,000 outstanding at December 31, 2006. Interest expense for
        the
        years ended December 31, 2006 and 2005 was $48,750 and $48,750,
        respectively
 
 The
        amounts are secured by a Loan and Security Agreement and an Intellectual
        Property Security Agreement which includes the Company’s software and related
        technology. In addition, the Company issued 10,122,245 warrants to CrossHill
        (and have issued them a replacement warrant for these warrants on November
        3,
        2006) for inducement to enter into the Agreement. In accordance with the
        third
        amendment, the value of the warrants utilizing the relative fair value of
        the
        instrument amounted to $37,752 and was reflected upon issuance of the
        warrants.
  Notes
          payable at December 31, 2006 consists of the following:
 Installment
                      note payable to SPL throughSeptember
                      2008, principal payment of $50,000 duequarterly
                      commencing January 1, 2005 for 15 quarterswith
                      an annual interest rate of 2.5%.
                  
                  $
                  750,000Installment
                      note payable to Crosshill due throughApril
                      2007, principal payments of $65,000 payablequarterly
                      commencing October 1, 2004 (extended toJanuary
                      1, 2007) interest at 7.5% (with an effectiveinterest
                      rate of 12%) due monthly
                  
                  
                  650,000Total
                      notes payable
                  
                  
                  1,400,000Less
                      current maturities
                  
                  
                  1,400,000Notes
                      payable - net of current maturities
                  
                  $
                  -
  F-17
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        4-**  **NOTES
        PAYABLE** **(CONTINUED)**
 
 **Crosshill** **(Continued)**
  The
        approximate aggregate amount of all note payable maturities for the period
        ending after December 31, 2006 is as follows:
  2007
                
                $
                1,400,000
 
 **NOTE
        5-**  **NOTES
        PAYABLE - BANK**
 
 On
        September 29, 2005, the Company increased their lines of credit to $216,500
        from
        $200,000, with two banks. The Company would borrow funds from time to time
        for
        working capital needs. Interest on the lines of credit were variable at prime
        rate plus 2.5% (10.75% at December 31, 2006). The balance at December 31,
        2006
        was $200,000. Interest for the years ended December 31, 2006 and 2005 was
        $23,804 and $18,142, respectively.
 
 **NOTE
        6-**  **NOTES
        PAYABLE - RELATED PARTIES**
 
 The
        Company has notes payable due to related parties:
 
 Five
        unsecured notes payable in the aggregate amount of $85,000 to a director
        of the
        Company due between June 2005 and February 2007 or upon obtaining an equity
        line
        of credit whichever is earlier, with interest payable at rates ranging between
        8% and 10%. One of the notes for $20,000 along with $3,332 of accrued interest
        was converted into 392,129 shares of common stock. Interest expense for the
        years ended December 31, 2006 and 2005 was $7,212 and $6,348, respectively.
        Accrued interest as of December 31, 2006 for this director is $12,562. As
        of
        December 2006, the Company provided the director an update on the status
        of the
        repayment of the note.
 
 An
        unsecured note payable in the amount of $50,000 to an officer of the Company,
        due December 31, 2004, which has been extended until the Company obtains
        an
        equity line of credit, with interest payable at 6.5% and increased to amounts
        up
        to $100,000. The balance outstanding at December 31, 2006 is $53,166. Interest
        expense for the years ended December 31, 2006 and 2005 was $3,229 and $3,335,
        respectively. The Company has paid all interest to date to this director
        and no
        amounts are accrued as of December 31, 2006. As of December 2006, the Company
        provides the director an update on the status of the repayment of the note.
  F-18
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        6-**  **NOTES
        PAYABLE - RELATED PARTIES** **(CONTINUED)**
 
 The
        Company on March 24, 2005 settled with a former officer/employee of the Company
        who was owed back pay. The settlement was for $166,943 with $16,943 due at
        the
        signing of the settlement agreement and the remaining $150,000 in the form
        of a
        promissory note due August 22, 2005 in one lump payment. The note was not
        paid
        in August 2005, and extended by the parties until the filing of the disclosure
        statement with the Securities and Exchange Commission. The Company paid $21,250
        in the quarter ended December 31, 2005. There were two payments made totaling
        $24,302 in September 2006. Balance due at December 31, 2006 is $104,448,
        and the
        Company has been accruing interest at the rate of 10% per annum, and the
        accrued
        interest as of December 31, 2006 is $23,429.
 
 On
        March
        25, 2005, the Company and a director entered into a promissory note agreement
        for $17,000 due the earlier of one year or upon the availability of a $750,000
        commercial line of credit. The Company entered into additional notes with
        this
        director totaling $153,251, to bring the total outstanding amounts to $170,251.
        The notes bear interest at 10% per annum. Interest expense for the years
        ended
        December 31, 2006 and 2005 was $16,748 and $3,194, respectively. The total
        interest of $19,942 since inception of these loans remains accrued for as
        of
        December 31, 2006. As of December 2006, the Company provides the director
        an
        update on the status of the repayment of the note.
 
 On
        June
        24, 2005, the Company and a director entered into a convertible promissory
        note
        agreement for $100,000, replacing a promissory note entered into January
        7,
        2005, due the earlier of one year or upon the availability of a $750,000
        commercial line of credit. The note bears interest at 10% per annum. Interest
        expense for the years ended December 31, 2006 and 2005 was $10,000 and $5,167,
        respectively. This director converted their accrued interest of $20,000 into
        133,033 shares of stock in October 2006. As of December 2006, the Company
        provides the director an update on the status of the repayment of the note.
 
 The
        Company entered into two unsecured notes payable due December 31, 2006 for
        $5,000 each with two different parties at 10% interest, one in January 2006
        and
        one on February 2006 which has been extended until the Company obtains an
        equity
        line of credit. Interest expense for the year ended December 31, 2006 was
        $896,
        and this amount is accrued as of December 31, 2006. As of December 2006,
        the
        Company provides the related parties an update on the status of the repayment
        of
        the notes.
 
 **NOTE
            7-** **CONVERTIBLE
            DEBENTURES**
 
 The
        Company from June 28, 2004 through April 4, 2006 entered into various
        convertible debenture agreements with Cornell Capital Partners, LP for amounts
        totaling $2,250,000, which includes a compensation debenture in the amount
        of
        $400,000. All of these agreements were replaced on April 4, 2006, with new
        two-year debenture agreements with a maturity date of April 4, 2008. In addition
        to this amount, accrued interest in the amount of $48,798 was added to the
        outstanding principal amount to be converted. All of the debentures accrue
        interest at a rate of 8% per annum.
  F-19
 
 **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
            7-** **CONVERTIBLE
            DEBENTURES** **(CONTINUED)**
 
 In
        addition, when the Company entered into a reverse merger with Networth
        Technologies, Inc., they assumed convertible debentures issued to Montgomery
        Equity Partners, Ltd. (“Montgomery”) and Advantage Capital Development Corp.
        (“Advantage”), companies affiliated with Cornell Capital. The proceeds of these
        debentures totaled $625,000, which were funded to Networth in two tranches
        of
        $400,000 and $225,000, respectively, from July 2004 through January 2005.
        Knightsbridge who was the agent, was issued shares of Networth stock at the
        time
        in February 2005. In 2006, $30,000 of these debentures were converted into
        431,159 shares of common stock.
 
 The
        Company is in default under the terms of the Advantage debenture, and
        accordingly has the right to accelerate all payments owed of principal and
        interest into common stock.
 
 The
        debentures 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 meet the definition of hybrid instruments, as defined
        in
        SFAS 133, *Accounting
        for Derivative Instruments and Hedging Activities* (SFAS
        No. 133). The hybrid instruments are comprised of a i) a debt instrument,
        as the
        host contract and ii) an option to convert the debentures into common stock
        of
        the Company, as an embedded derivative. The embedded derivative derives its
        value based on the underlying fair value of the Company’s common stock.
 
 The
        Embedded Derivative is not clearly and closely related to the underlying
        host
        debt instrument since the economic characteristics and risk associated with
        this
        derivative are based on the common stock fair value. The Company has separated
        the embedded derivative from the hybrid instrument based on an independent
        valuation and classified the Embedded Derivative as a current liability with
        an
        offsetting debit to debt discount, which will be amortized over the term
        of the
        debenture based on the effective interest method.
 
 The
        embedded derivative does not qualify as a fair value or cash flow hedge under
        SFAS No. 133. Accordingly, changes in the fair value of the embedded derivative
        are immediately recognized in earnings and classified as a gain or loss on
        the
        embedded derivative financial instrument in the accompanying statements of
        operations.
 
 The
        Company entered into amended and restated agreements on April 4, 2006 with
        respect to its convertible debentures as described below.
  F-20
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
            7-** **CONVERTIBLE
            DEBENTURES** **(CONTINUED)**
 
 *Secured
        Convertible Debenture* .
        The
        Company entered into a secured convertible debenture dated April 4, 2006
        and due
        April 4, 2008. The debenture carries an interest rate of 8%. The Company
        has an
        option to redeem a portion or all amounts outstanding under the amended and
        restated convertible debenture upon three days advance written notice provided
        that the closing bid price of the Company’s common stock is less than $.75.
 
 Cornell
        Capital has a right to convert the debenture into shares of the Company’s common
        stock based upon a quotient obtained by dividing (i) the outstanding amount
        of
        the convertible debenture by the (ii) conversion price which is equal to
        the
        lesser of $.75 or 80% of the lowest bid price of the Company’s common stock
        during the thirty trading days immediately prior to the conversion date.
        In the
        event the Company does not have enough shares authorized or listed or quoted
        on
        the OTCBB or it cannot timely satisfy the conversion sought by Cornell Capital,
        then Cornell Capital can demand cash equal to the product of the outstanding
        principal amount to be converted plus any interest due provided by the
        conversion price and multiplied by the highest closing price of the stock
        from
        the date of the conversion notice until the date that such cash payment is
        made.
        Cornell Capital cannot convert the debenture or receive shares of the Company’s
        common stock if it would beneficially own in excess of 4.9% of the Company’s
        issued and outstanding shares of common stock at the time of such conversion,
        such determination to be made by Cornell Capital.
 
 Under
        the
        terms of the convertible debenture so long as any principal amount or interest
        is owed, the Company cannot, without the prior consent of Cornell Capital
        (i)
        issue or sell any common or preferred stock with or without consideration,
        (ii)
        issue or sell any preferred stock, warrant, option, right, contract or other
        security or instrument granting the holder thereof the right to acquire common
        stock with or without consideration, (iii) enter into any security instrument
        granting the holder of security interest in any of the Company’s assets or (iv)
        file any registration statement on Form S-8. Under the terms of the convertible
        debenture there are a series of events of default, including failure to pay
        principal and interest when due, the Company’s common stock ceasing to be quoted
        for trading or listing on the OTCBB and shall not again be quoted or listed
        for
        trading within five trading days of such listing, the Company being in default
        of any other debentures that the Company has issued to Cornell Capital.
        Following an event of default and while the event of default is not cured,
        Cornell Capital may accelerate all amounts due and payable in cash or elect
        to
        convert such amounts to common stock having a conversion price of the lower
        of
        $.75 per share or the lowest closing bid price during the thirty days
        immediately preceding the conversion date.
  F-21
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
            7-** **CONVERTIBLE
            DEBENTURES** **(CONTINUED)**
 
 *Termination
        Agreement* .
        The
        standby equity distribution agreement, registration rights agreement, escrow
        agreement and placement agent agreement, each dated December 20, 2005, were
        cancelled. Cornell Capital, however, retained the $400,000 Compensation
        Debenture in connection with the standby equity distribution agreement, the
        material terms of which are the same as the amended and restated secured
        convertible debenture described below.
 
 *Second
        Amended and Restated Secured Convertible Debenture* .
        The
        Company entered into a second amended and restated convertible debenture
        in the
        principal amount of $642,041 dated April 4, 2006. The Company has assumed
        the
        obligations of STI to Cornell Capital under two secured debentures each in
        the
        amount of $300,000 issued on June 29, 2004 and August 23, 2004, respectively
        plus accrued interest of $42,041. Interest payments are to be paid monthly
        in
        arrears commencing April 4, 2006 and continuing for the first day of each
        calendar month thereafter that any amounts due under the convertible debenture
        are due and payable. The interest includes a redemption premium of 20% in
        addition to interest set at an annual rate of 8%.
 
 The
        Company has an option to redeem a portion or all amounts outstanding under
        the
        amended and restated convertible debenture upon three days advance written
        notice. Cornell Capital has a right to convert the debenture into shares
        of the
        Company’s common stock based upon a quotient obtained by dividing (i) the
        outstanding amount of the convertible debenture by the (ii) the conversion
        price
        which is equal to the lesser of $.75 or 80% of the lowest closing bid price
        of
        the Company’s common stock during the thirty trading days immediately prior to
        the conversion date. In the event the Company does not have enough shares
        of
        common stock authorized or listed or quoted on the OTCBB or it cannot timely
        satisfy the conversion sought by Cornell Capital, then Cornell Capital can
        demand cash equal to the product of the outstanding principal amount to be
        converted plus any interest due divided by the conversion price and multiplied
        by the highest closing price of the stock from the date of the conversion
        notice
        until the date that such cash payment is made. Cornell Capital cannot convert
        the debenture or receive shares of the Company’s common stock if it would
        beneficially own in excess of 4.99% of our issued and outstanding shares
        of
        common stock at the time of such conversion, such determination to be made
        by
        Cornell Capital.
  F-22
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
            7-** **CONVERTIBLE
            DEBENTURES** **(CONTINUED)**
 
 Under
        the
        terms of the convertible debenture so long as any principal amount or interest
        is owed, the Company cannot, without the prior consent of Cornell Capital
        (i)
        issue or sell any common or preferred stock with or without consideration,
        (ii)
        issue or sell any preferred stock, warrant, option, right, contract or other
        security or instrument granting the holder thereof the right to acquire common
        stock with or without consideration, (iii) enter into any security instrument
        granting the holder of security interest in any of the Company’s assets or (iv)
        file any registration statement on Form S-8. Under the terms of the convertible
        debenture there are a series of events of default, including failure to pay
        principal and interest when due, the common stock ceasing to be quoted for
        trading or listing on the OTCBB and not again being quoted or listed for
        trading
        within five trading days of such listing, or if the Company being in default
        of
        any other debentures issued by the Company to Cornell Capital. Following
        an
        event of default, and while the event of default is not cured, Cornell Capital
        may accelerate all amounts due and payable in cash or elect to convert such
        amounts to common stock having a conversion price of $.01 per share.
 
 *Amended
        and Restated Investor Registration Rights Agreement* .
        On
        April 4, 2006 the Company entered into an amended and restated registration
        rights agreement with Cornell Capital. Under the terms of the registration
        rights agreement the Company is obligated to register on Form SB-2 or any
        other
        applicable form the shares of its common stock issuable to Cornell Capital
        upon
        conversion of the convertible debentures, the warrant shares to be issued
        under
        the warrant to Cornell Capital described above, the $642,041 convertible
        debenture issued to Cornell Capital, the $256,757 debenture issued to Montgomery
        and the warrant shares to be issued under the warrant to Montgomery. The
        Company
        will pay all expenses in connection with such registration. The Company is
        required to file with the SEC in a timely manner all reports or other documents
        required under the Securities Act of 1933, as amended and the Securities
        Exchange Act of 1934, as amended to allow Cornell Capital and Montgomery
        to take
        advantage of Rule 144 under the Securities Act of 1933 (as amended).
 
 *Amended
        and Restated Security Agreement* .
        The
        Company entered into a security agreement dated April 4, 2006 with Cornell
        Capital and Montgomery. Under the terms of the security agreement, the Company
        provided a blanket lien to Cornell Capital and Montgomery to secure its
        obligations under the convertible debentures issued to Cornell Capital and
        Montgomery, respectively. Under the terms of the security agreement the Company
        is not allowed to permit any debts or liens against the Company’s property other
        than the lien previously granted by STI to Crosshill Georgetown Capital under
        the terms of a loan agreement for $750,000 plus interest between STI and
        Crosshill Georgetown Capital.
  F-23
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
            7-** **CONVERTIBLE
            DEBENTURES** **(CONTINUED)**
 
 *Amended
        and Restated Pledge and Escrow Agreement* .
        The
        Company entered into a pledge and escrow agreement dated April 4, 2006 with
        Cornell Capital, Montgomery, Dan L. Jonson and David Gonzales, Esq., acting
        as
        escrow agent. Under the terms of the pledge and escrow agreement, Dan L.
        Jonson,
        President and CEO of STI, pledged his shares of the Company to secure the
        Company’s obligations under the convertible debenture issued to Cornell Capital
        and to Montgomery under the securities purchase agreement between the Company
        and Montgomery. Mr. Jonson's shares are being held by David Gonzales, Esq.,
        who
        is a principal with Cornell Capital. In the event of default under the pledge
        and escrow agreement, that includes failure of Montgomery or the Company
        to
        comply with any of the agreements between themselves and either Montgomery
        or
        Cornell Capital, Mr. Jonson's pledged shares can be sold to cover any of
        the
        obligations owed by the Company to Cornell Capital and Montgomery under the
        various financing agreements discussed here. The pledged shares shall be
        returned to Mr. Jonson upon payment in full of all amounts owed to Cornell
        Capital and Montgomery under the convertible debentures.
 
 *Irrevocable
        Transfer Agent Instructions Agreement* .
        The
        Company entered into an irrevocable transfer agent instructions agreement
        dated
        April 4, 2006 among the Company’s transfer agent, Olde Monmouth Stock Transfer
        Company, Cornell Capital and David Gonzales, Esq., as escrow agent. Under
        the
        terms of the irrevocable transfer agent instructions, the Company’s common stock
        to be issued upon conversion of the convertible debentures and any interest
        and
        liquidated damages to be converted into shares of the Company’s common stock,
        Olde Monmouth is required to issue those shares to Cornell Capital upon
        receiving a duly executed conversion notice described in the irrevocable
        transfer instructions. The Company confirmed under the terms of the irrevocable
        transfer agent instructions that the conversion shares shall be freely
        transferable on our books and records and not bear any legend restricting
        transfer. The transfer agent has agreed to reserve for issuance to Cornell
        Capital sufficient shares of common stock should Cornell Capital elect to
        convert any of the Company’s obligations under the convertible debenture into
        shares of the Company’s common stock.
 
 *Warrant* .
        The
        Company issued a warrant dated April 4, 2006 for 266,667 shares of its common
        stock (subject to adjustment for stock splits, stock dividends and
        recapitalizations) to Montgomery and Cornell at an exercise price of $.01
        and
        $.03 per share, respectively. The warrant is exercisable until April 4, 2011.
        Montgomery cannot exercise the warrant if doing so would cause it to
        beneficially own in excess of 4.99% of the total issued and outstanding shares
        of the Company’s common stock unless the exercise is made within sixty days
        prior to the maturity date. The shares issued upon exercise of the warrant
        have
        piggyback and demand registration rights set forth in the registration rights
        agreement described above.
  F-24
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
            7-** **CONVERTIBLE
            DEBENTURES** **(CONTINUED)**
 
 *Securities
        Purchase Agreement* .
        The
        Company entered into a securities purchase agreement dated April 4, 2006
        with
        Cornell Capital. The securities purchase agreement relates to the $1,000,000
        secured convertible debenture described above. In accordance with the securities
        purchase agreement, the Company agreed to enter into (i) an amended and restated
        investor registration rights agreement to provide registration rights under
        the
        Securities Act of 1933, as amended, for shares of the Company’s common stock
        that could be issued upon conversion of the amounts owed for principal and
        interest under the convertible debentures described above, (ii) an amended
        and
        restated security agreement to provide a blanket lien against our property
        as
        described above, (iii) an amended and restated pledge and escrow agreement
        under
        which Mr. Jonson pledged his shares of the Company’s common stock to Cornell and
        Montgomery, (iv) a second amended and restated security agreement among the
        Company, Cornell Capital, Montgomery and STI and (v) an irrevocable transfer
        agent instructions letter agreement described above. Under the securities
        purchase agreement the Company agreed to preserve an adequate number of shares
        to effect any right of conversion exercised by Cornell Capital under the
        warrant
        and the convertible debenture described above.
 
 The
        Company also agreed to pay Yorkville Advisors Management, LLC, a company
        affiliated with Montgomery and Cornell Capital, a fee equal to 10% of the
        purchase price or $100,000 and a structuring fee to Yorkville Advisors
        Management, LLC of $10,000. These fees are being amortized over 24
        months.
 
 *Second
        Amended and Restated Subsidiary Security Agreement* .
        The
        Company entered into a second amended and restated subsidiary security agreement
        dated April 4, 2006. The material terms of the second amended and restated
        subsidiary security agreement are the same as the security agreement that
        the
        Company executed with Cornell Capital described above.
 
 *Amended
        and Restated Guaranty* .
        The
        Company entered into an amended and restated guaranty dated April 4, 2006
        with
        Cornell Capital under which it guaranteed as a direct obligor the Company’s
        payment and performance under the $1,000,000 convertible debenture described
        above, the $400,000 convertible debenture described above, and the $642,041
        and
        the $256,757 convertible debenture issued by the Company to Montgomery,
        including all collection fees incurred by Cornell Capital and Montgomery
        should
        they have to seek enforcement of their rights under the amended and restated
        guaranty.
 
 *Amended
        and Restated Secured Convertible Debenture* .
        The
        Company entered into amended and restated secured convertible debenture with
        Montgomery in the amount of $256,757 due April 4, 2008. This debenture has
        similar redemption, conversion and remedies upon an event of default as the
        second amended and restated secured convertible debenture described above.
  F-25
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
            7-** **CONVERTIBLE
            DEBENTURES** **(CONTINUED)**
 
 *Amended
        and Restated Convertible Compensation Debenture* .
        The
        Company entered into an amended and restated convertible compensation debenture
        in the amount of $400,000 due April 4, 2008. The debenture is for a fee to
        be
        paid to Cornell Capital in connection with the now terminated stand by equity
        distribution agreement. This debenture has similar redemption, conversion
        and
        remedies upon an event of default as the second amended and restated secured
        convertible debenture described above. The Company entered into a convertible
        compensation debenture in the amount of $400,000 payable to Cornell Capital
        and
        dated June 29, 2004 that was assigned by the Company and assumed by the Company
        on December 20, 2005 under the assignment and assumption agreement dated
        December 20, 2005. The terms of the secured convertible debenture are the
        same
        as the secured convertible debentures described above.
 
 Interest
        expense on the convertible debentures was $182,649 and $90,063 for the years
        ended December 31, 2006 and 2005, respectively. Accrued interest at December
        31,
        2006 is $238,521. $48,798 was converted from accrued interest to additional
        debentures on December 31, 2005.
 
 **NOTE
        8-**  **COMMITMENTS
        AND CONTINGENCIES**
  **Operating
        Lease**
 
 The
        Company entered into a lease on June 1, 2006 with Garrett College, McHenry
        Maryland in the Garrett Information Enterprise Center, 685 Mosser Road, Suite
        11, McHenry, Maryland 21541. The annual lease is renewable with 90 days advance
        notice with a monthly rent of $1,414 per month. A security deposit of $2,828
        was
        paid at the inception of the initial lease period.
 
 Rent
        expense for the years ended December 31, 2006 and 2005 was $58,733 and $94,640,
        respectively.
  F-26
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        9-**  **STOCKHOLDERS’
        DEFICIT**
  **Preferred
        Stock**
 
 On
        May
        14, 2002, the Company’s Board of Directors adopted a certificate for 1,000,000
        shares (amended on April 17, 2003 to 2,000,000 shares) of the 10,000,000
        shares
        of preferred stock authorized by the shareholders at the Annual Meeting (the
        “Certificate of Designation”). The Certificate of Designation designated
        2,000,000 shares as “Class A Non-Voting, Convertible Preferred Stock” (the
“Class A Preferred Stock”). The holder of shares of the Class A Preferred Stock
        will be entitled to all dividends declared by the Board of Directors at a
        rate
        per share 10 times that paid per share of common stock, and will be entitled
        to
        convert each share of Class A Preferred Stock for 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 the Company’s outstanding common stock so that the holder will not be
        deemed to have “control” within the meaning of Commission Rule 405.
 
 The
        Certificate of Designation further provides: (1) for liquidation rights that
        treat one share of Class A Preferred Stock as if it were 1,000 shares of
        common
        stock in the event of the liquidation, dissolution or winding up of the Company;
        (2) that the Class A Preferred Stock will have no voting rights; and (3)
        that no
        holder of Class A Preferred Stock may serve as an officer or director of
        the
        Company, or serve in any capacity with the Company that would render such
        person
        a “control person” within the meaning of the Securities Exchange Act.
 
 The
        Company at December 31, 2006 has 801,831 shares of the Class A Preferred
        Shares
        issued and outstanding.
 
 **Common
        Stock**
  As
        of
        December 31, 2006, the Company has 650,000,000 shares of common stock authorized
        and 50,468,862 shares issued and 50,467,609 shares outstanding. The par value
        of
        the common stock is $.01. On August 15, 2006, the Company approved a 1 for
        150
        share reverse stock split. The result of the reverse stock split brought
        the
        issued and outstanding shares to 2,375,254 from 356,317,160 shares. The share
        amounts have been reflected retrospective of the stock split.
  F-27
 
 **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        9-**  **STOCKHOLDERS’
        DEFICIT** **(CONTINUED)**
 
 **Common
        Stock** **(Continued)**
 
 During
        the year ended December 31, 2006, the Company issued:
 
 1,950,103
        shares of common stock on January 5, 2006 to effectuate a 10 for 1 stock
        split
        approved by the Company’s board of directors. The shares have been retroactively
        stated in these statements to reflect the stock split as of January 1,
        2005.
 
 208,667
        shares of common stock in conversion of 313,000 shares of preferred
        stock.
 
 38,800,285
        shares of common stock to complete the merger with STI. The issuance of shares
        eliminated the liability for stock to be issued of $3,272,721 that was booked
        by
        the Company on June 20, 2005, the effective date of the merger.
 
 392,129
        shares of common stock in conversion of a related note payable in the amount
        of
        $20,000 and accrued interest on this note in the amount of $3,332.
 
 133,333
        shares of common stock in conversion of $20,000 in accrued interest on a
        note
        payable - related parties.
 
 7,936,508
        shares of common stock in a private placement for $250,000. The shares were
        valued at $0.0315 per share, the fair value at the date of
        issuance.
 
 400,000
        shares of common stock to a consultant in the private placement transaction,
        valued at $.05 per share, the fair value of the stock on the date of
        issuance.
 
 431,159
        shares of common stock in conversion of $30,000 of convertible debentures
        issued
        to Advantage.
 
 During
        the year ended December 31, 2005, the Company issued:
 
 632,940
        shares were issued to Solution Technology, Inc. shareholders in the share
        exchange. This represents a partial issuance.
 
 194,467
        shares of common stock in conversion of 291,700 Class A Preferred
        Shares.
 
 42,659
        shares of common stock to Knightsbridge as noted in Note 7 under the convertible
        debenture agreement.
  F-28
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        9-**  **STOCKHOLDERS’
        DEFICIT** **(CONTINUED)**
 
 **Common
        Stock** **(Continued)**
 
 30,000
        shares of common stock for services rendered valued at $45,000.
 
 337,497
        shares of common stock valued at $694,495 (ranging from $.05 per share to
        $.10
        per share) for director fees.
 
 **Stock
        Options**
 
 The
        Company has not issued any stock options for the years ended December 31,
        2006
        and 2005.
 
 **Warrants**
 
 The
        Company granted 266,667 warrants to Cornell in connection with the SPA entered
        into April 4, 2006. In addition, the Company issued 1,500,000 warrants in
        October 2006 to a consultant for investor and public relations services.
        The
        Company also has 10,122,245 warrants outstanding to Crosshill as noted in
        Note
        4. The following is a breakdown of the warrants:
 **Warrants**
                
                **Exercise
                    Price**
                
                **Date
                    Issued**
                
                **Term**266,667
                
                $
                0.03
                
                
                4/4/2006
                
                
                5
                    years1,500,000
                
                $
                0.15
                
                
                10/23/2006
                
                
                Indefinite10,122,245
                
                $
                0.0022
                
                
                11/3/2006
                
                
                3.165
                    years11,888,912
 
 The
        fair
        value of each warrant is estimated on the date of grant using the Black-Scholes
        option-pricing model. The following weighted average assumptions were used
        in
        the model:
 **2006**
                
                **2005**Dividend
                    yield
                
                
                0.00
                %
                
                0.00
                %Expected
                    volatility
                
                
                100.00
                %
                
                100.00
                %Risk
                    free interest rates
                
                
                3.50
                %
                
                3.50
                %Expected
                    lives (years)
                
                
                Term
                
                
                Term
  F-29
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        9-**  **STOCKHOLDERS’
        DEFICIT** **(CONTINUED)**
 
 **Stock-based
        Compensation**
 
 If
        compensation expense for the Company's stock-based compensation plans had
        been
        determined consistent with SFAS 123, amended by SFAS 148, the Company's net
        income and net income per share including pro forma results would have been
        the
        amounts indicated below:
  Years
                  Ended December 31,2006
              
              2005Net
                  loss:As
                  reported
              
              
              ($1,621,527
              )
              
              ($2,329,333
              )Add:
                  Stock-based employee compensation expense included in reported
                  net loss,
                  net of related tax effects
              
              
              -
              
              
              -Less:
                  Total stock-based employee compensationexpense
                  determined under fair value basedmethod
                  for all awards, net of related tax effects
              
              
              (228,131
              )
              
              (-
              )Pro
                  forma
              
              
              ($1,892,276
              )
              
              ($2,329,333
              )Net
                  loss per share:As
                  reported:Basic
              
              
              ($0.16
              )
              
              ($14.73
              )Diluted
              
              
              ($0.16
              )
              
              ($14.73
              )Pro
                  forma:Basic
              
              
              ($0.16
              )
              
              ($14.73
              )Diluted
              
              
              ($0.16
              )
              
              ($14.73
              )
 
 **NOTE
        10-**  **PROVISION
        FOR INCOME TAXES**
 
 Deferred
        income taxes are determined using the liability method for the temporary
        differences between the financial reporting basis and income tax basis of
        the
        Company’s assets and liabilities. Deferred income taxes are measured based on
        the tax rates expected to be in effect when the temporary differences are
        included in the Company’s tax return. Deferred tax assets and liabilities are
        recognized based on anticipated future tax consequences attributable to
        differences between financial statement carrying amounts of assets and
        liabilities and their respective tax bases.
 
 At
        December 31, 2006, deferred tax assets consist of the following:
 Net
                    operating losses
                
                $
                1,925,916Amortization
                    of intangible assets
                
                
                (43,576
                )1,882,340Valuation
                    allowance
                
                
                (1,882,340
                )$
                -
  F-30
  **SOLUTION
        TECHNOLOGY INTERNATIONAL, INC.**
 **(FORMERLY
        NETWORTH TECHNOLOGIES, INC.)**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2006 AND 2005**
 
 **NOTE
        10-** **PROVISION
        FOR INCOME TAXES** **(CONTINUED)**
 
 At
        December 31, 2006, the Company had a net operating loss carryforward in the
        approximate amount of $5,700,000, available to offset future taxable income
        through 2026. The Company established valuation allowances equal to the full
        amount of the deferred tax assets due to the uncertainty of the utilization
        of
        the operating losses in future periods.
 
 A
        reconciliation of the Company’s effective tax rate as a percentage of income
        before taxes and federal statutory rate for the years ended December 31,
        2006
        and 2005 is summarized as follows:
 2006
                
                2005Federal
                    statutory rate
                
                
                (34.0
                )%
                
                (34.0
                )%State
                    income taxes, net of federal benefits
                
                
                3.3
                
                
                3.3Valuation
                    allowance
                
                
                30.7
                
                
                30.70
                %
                
                0
                %
  **NOTE
        11-**  **LITIGATION**
 
 Sachs
        Sax
        Klein v. NetWorth Technologies, Inc. (Palm Beach County, Florida, filed March
        28, 2005). The amount in controversy is $11,039.80, representing the balance
        owed to plaintiff for legal services performed by plaintiff for the predecessor
        of its former subsidiary, NetWorth Systems, and the value of a warrant for
        3% of
        the Company’s Common Stock. No answer has been filed by NetWorth Technologies
        and no action has been taken by the plaintiff to seek a default judgment.
        The
        plaintiff initially expressed interest in a settlement based on issuances
        of the
        Company's Common Stock but the Company has had not had further discussions
        since
        those initial discussions.
  James
        Andrew Rice v. Solution Technology International, Inc. (U.S. District Court
        for
        the District of Maryland). Mr. Rice, a former employee of Solution Technology
        International, Inc., has sued to recover alleged unpaid wages of $89,677.80
        (which he claims are trebled under the Maryland wage and hour laws to
        $269,033.40) and alleged expenses of approximately $9,600. Defendants’ motion to
        dismiss Dan L. Jonson as a defendant was granted November 9, 2006. The Company
        has settled this complaint, and will issue approximately 1,000,000 shares
        in
        settlement of the complaint.
  Urban
        Jonson v. Solution Technology International, Inc. (Circuit Court for Frederick
        County, Maryland). Mr. Jonson, a former employee of Solution Technology
        International, Inc. and the son on Dan L. Jonson, has sued to recover on
        a
        confessed judgment note in the principal amount of $150,000 to recover unpaid
        wages. Plaintiff filed a writ of garnishment to collect on the unpaid note
        and
        garnished $25,000. Plaintiff and defendants have had settlement negotiations
        but
        no settlement has been reached.
  Langsam
          Borenstein Corporation v. Solution Technology International, Inc. (New
          Jersey
          Superior Court for Camden County, filed February 23, 2007). The amount
          in
          controversy is $10,690, representing the balance owed to our prior independent
          public accounting firm for auditing services. We have not filed an answer
          since
          none is due yet. We are presently in settlement discussions.
  **NOTE
        12-**  **SUBSEQUENT
        EVENTS**
 
 Advantage
        Capital and Cornell Capital Partners have converted approximately $20,041
        in
        convertible debentures in 2007 for 435,417 shares of common stock.
 
 The
        Company converted additional notes payable - related parties of $10,000 plus
        accrued interest into 234,088 shares of common stock.
 
 In
        March
        2007, the Company settled the James Andrew Rice complaint for approximately
        1,000,000 shares of stock.
  F-31







**SIGNATURES**





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


SOLUTION
                TECHNOLOGY INTERNATIONAL, INC.Date:
              April 2, 2007
            By:
            /s/ Dan
              L.
              JonsonDan
                L. Jonson
              President
                and Chief Executive Officer




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





Date:
              April 2, 2007
            By:
            /s/ Dan
              L.
              JonsonDan
                L. Jonson
              President,
                Chief Executive Officer
              and
                Director
              (Principal
                Executive Officer)


Date:
              April 2, 2007
            By:
            /s/ Michael
              H. PollackMichael
              H. Pollack
              Chief
                Financial Officer
              (Principal
                Financial and Accounting
                Officer)






Date:
              April 2, 2007
            By:
            /s/ Michael
              B. ShorMichael
                B. Shor
              Director


Date:
              April 2, 2007
            By:
            /s/ Mark
              SpaethMark
                Spaeth
              Director




47


**Solution
            Technology International, Inc.**
  **Form
            10-KSB**
 **For
            the fiscal year ended December 31, 2006**
  **Exhibit
            Index**


3.1
              
              Amended
                  and Restated Certificate of Incorporation *3.2
              
              By-laws
                  *10.1
              
              Secured
                  Convertible Debenture dated April 4, 2006 between Cornell Capital
                  and the
                  registrant *10.2
              
              Termination
                  Agreement dated April 4, 2006 between Cornell Capital and the registrant
                  *10.3
              
              Second
                  Amended and Restated Secured Convertible Debenture dated April
                  4, 2006
                  between Cornell Capital and the registrant *10.4
              
              Amended
                  and Restated Investor Registration Rights Agreement dated April
                  4, 2006
                  between Cornell Capital and the registrant *10.5
              
              Amended
                  and Restated Security Agreement dated April 4, 2006 among Cornell
                  Capital,
                  Montgomery Equity Partners and the registrant *10.6
              
              Amended
                  and Restated Pledge and Escrow Agreement dated April 4, 2006 among
                  Cornell
                  Capital, Montgomery, Dan L. Jonson and David Gonzales, Esq.
                  *10.7
              
              Irrevocable
                  Transfer Agent Instructions Agreement dated April 4, 2006 among
                  Olde
                  Monmouth Stock Transfer Company, Cornell Capital and David Gonzales,
                  Esq.
                  *10.8
              
              Warrant
                  dated April 4, 2006 between Montgomery and the registrant
                  *10.9
              
              Securities
                  Purchase Agreement dated April 4, 2006 between Cornell Capital
                  and the
                  registrant *10.10
              
              Second
                  Amended and Restated Subsidiary Security Agreement dated April
                  4, 2006
                  between Cornell Capital and Solution Technology International
                  *10.11
              
              Amended
                  and Restated Guaranty dated April 4, 2006 between Cornell Capital
                  and
                  Solution Technology International *10.12
              
              2005
                  Stock Incentive Plan *10.13
              
              Lease
                  Agreement with Garrett College, dated June 1, 2006 **14
              
              Code
                  of Ethics for the Chief Executive Officer and Senior Financial
                  Officers
                  **31.1
              
              Certification
                  of the Chief Executive Officer required by Rule 13a-14(a) or Rule
                  15d-14(a) **31.2
              
              Certification
                  of the Chief Financial Officer required by Rule 13a-14(a) or Rule
                  15d-14(a) **32.1
              
              Certification
                  of the Chief Executive Officer required by Rule 13a-14(b) or Rule
                  15d-14(b) and 18 U.S.C. 1350 **32.2
              
              Certification
                  of the Chief Financial Officer required by Rule 13a-14(b) or Rule
                  15d-14(b) and 18 U.S.C. 1350
                  **




*
            Previously
                filed




**
            Filed
                herewith