UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

                  For the Quarterly Period ended June 30, 2006

                         Commission File Number 0-27842

                     SOLUTION TECHNOLOGY INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)

            DELAWARE                                       52-1988677
            --------                                       ----------
 (State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        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, including area code            (301) 387-6900
                                                          --------------

                           NetWorth Technologies, Inc.
                    101 SW 11th Avenue, Boca Raton, FL 33486
                    ----------------------------------------
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of 2006, August 15, 2006 the
Company had outstanding 2,375,254 shares of its common stock, $0.01 par value
per share.


<PAGE>

                                TABLE OF CONTENTS

    ITEM NUMBER AND CAPTION                                                PAGE

    PART I

    ITEM 1.   FINANCIAL STATEMENTS
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS           1
    ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALSYSIS OR PLAN OF OPERATIONS    2
    ITEM 3    CONTROLS AND PROCEDURES                                        6

    PART II

    ITEM 1.   LEGAL PROCEEDINGS                                              7
    ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
    ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    ITEM 5.   OTHER INFORMATION                                              7
    ITEM 6.   EXHIBITS                                                       8

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (UNAUDITED)




                                       1
<PAGE>



              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Condensed Consolidated Balance Sheet as of June 30, 2006                 F-1

Condensed Consolidated Statements of Operations for the Six and
   Three Months Ended June 30, 2006 and 2005                             F-2

Condensed Consolidated Statements of Cash Flows for the
   Six Months Ended June 30, 2006 and 2005                               F-3

Notes to Condensed Consolidated Financial Statements                  F-4 - F-28


<PAGE>
                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                           JUNE 30, 2006 (UNAUDITED)

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

Current Assets:
<S>                                                                    <C>
  Cash and cash equivalents                                            $    258,214
                                                                       ------------
    Total Current Assets                                                    258,214
                                                                       ------------
Fixed Assets, Net of Depreciation                                            30,416
                                                                       ------------
Other Assets:
  Intangible assets, net                                                    432,553
  Deferred financing fees, net                                               96,250
  Security deposits                                                           2,828
                                                                       ------------
    Total Other Assets                                                      531,631
                                                                       ------------
TOTAL ASSETS                                                           $    820,261
                                                                       ============

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

LIABILITIES
Current Liabilities:
  Current portion of notes payable                                     $  1,215,000
  Notes payable - bank                                                      200,000
  Notes payable - related parties                                           544,311
  Derivative liability - convertible debentures                           2,074,291
  Derivative liability - warrants                                                25
  Current portion of obligations under capital lease                            219
  Liability for stock to be issued                                        3,272,721
  Accrued compensation                                                      597,846
  Accounts payable and accrued expenses                                     635,773
                                                                       ------------
      Total Current Liabilities                                           8,540,186
                                                                       ------------
Long-term Liabilities:
  Convertible debentures, net of discount of $1,830,895                   1,092,106
  Notes payable, net of current portion                                     185,000
                                                                       ------------
      Total Long-term Liabilities                                         1,277,106
                                                                       ------------
      Total Liabilities                                                   9,817,292
                                                                       ------------
STOCKHOLDERS' DEFICIT
  Preferred stock, $.01 Par Value; 8,000,000 shares authorized
    and 0 shares issued and outstanding                                        --
  Class A Preferred stock, $.01 Par Value; 2,000,000 shares
    authorized and 961,831 shares issued and outstanding                      9,618
  Common stock, $.01 Par Value; 650,000,000 shares authorized
    and 340,317,100 shares issued and 340,129,129 shares outstanding      3,403,171
  Additional paid-in capital                                             12,876,808
  Accumulated deficit                                                   (25,267,831)
                                                                       ------------
                                                                         (8,978,234)
  Treasury stock, 187,971 shares, at cost                                   (18,797)
                                                                       ------------
      Total Stockholders' Deficit                                        (8,997,031)
                                                                       ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                            $    820,261
                                                                       ============
</TABLE>
               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.

                                      F-1
<PAGE>
                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                    SIX MONTHS ENDED                 THREE MONTHS ENDED
                                                          JUNE 30,                          JUNE 30,
                                                   2006             2005             2006             2005
                                               -------------    -------------    -------------    -------------
<S>                                            <C>              <C>              <C>              <C>
OPERATING REVENUES
  Sales                                        $        --      $        --      $        --      $        --
                                               -------------    -------------    -------------    -------------

COST OF SALES
   Development costs                                    --              8,000             --              8,000
   Amortization of intangible assets                  48,061           48,061           24,030           24,030
                                               -------------    -------------    -------------    -------------
       Total Cost of Sales                            48,061           56,061           24,030           32,030
                                               -------------    -------------    -------------    -------------

GROSS (LOSS)                                         (48,061)         (56,061)         (24,030)         (32,030)
                                               -------------    -------------    -------------    -------------

OPERATING EXPENSES
   Compensation expense                               72,493          271,043           72,493          148,320
   Professional and consulting fees                  123,870          492,434           79,815          486,500
   Rent expense                                       47,776           45,749           10,361           22,875
   Other general and administrative expenses         128,415           51,155           88,847           28,280
   Depreciation and amortization                      19,326            9,033           16,421            6,003
                                               -------------    -------------    -------------    -------------
       Total Operating Expenses                      391,880          869,414          267,937          691,978
                                               -------------    -------------    -------------    -------------

LOSS BEFORE OTHER INCOME (EXPENSE)                  (439,941)        (925,475)        (291,967)        (724,008)

OTHER INCOME (EXPENSE)
   Other income (expense)                               --            (41,623)            --            (20,812)
   Forgiveness of debt                               449,991             --            449,991             --
   Loss on derivative liability                          772             --                772             --
   Interest expense, net of interest income         (395,583)        (171,966)        (320,760)        (153,846)
                                               -------------    -------------    -------------    -------------
       Total Other Income (Expense)                   55,180         (213,589)         130,003         (174,658)
                                               -------------    -------------    -------------    -------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES          (384,761)      (1,139,064)        (161,964)        (898,666)
Provision for Income Taxes                              --               --               --               --
                                               -------------    -------------    -------------    -------------

NET LOSS APPLICABLE TO COMMON SHARES           $    (384,761)   $  (1,139,064)   $    (161,964)   $    (898,666)
                                               =============    =============    =============    =============

NET LOSS PER BASIC AND DILUTED SHARES          $       (0.00)   $       (0.07)   $       (0.00)   $       (0.05)
                                               =============    =============    =============    =============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                           337,105,005       17,452,638      340,317,100       18,855,116
                                               =============    =============    =============    =============
</TABLE>

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

                                      F-2
<PAGE>
                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   2006           2005
                                                                                -----------    -----------
<S>                                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                     $  (384,761)   $(1,139,064)
                                                                                -----------    -----------

   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                                                   67,387         57,094
     (Gain) loss from derivative liability on convertible debenture                    (772)        99,059
     Accretion of discount on convertible debentures                                243,396           --
     Common stock issued for consulting services                                       --          376,500
     Amortization of debt extinguishment                                               --           41,623

  Changes in assets and liabilities
     (Increase) decrease in prepaid expenses and other assets                         4,237         (7,625)
     Increase (decrease) in accrued compensation                                   (203,231)       159,584
     Increase (decrease) in accounts payable and
       and accrued expenses                                                        (351,709)       118,309
                                                                                -----------    -----------
     Total adjustments                                                             (240,692)       844,544
                                                                                -----------    -----------

     Net cash (used in) operating activities                                       (625,453)      (294,520)
                                                                                -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisitions of fixed assets                                                     (22,409)          --
                                                                                -----------    -----------

      Net cash (used in) investing activities                                       (22,409)          --
                                                                                -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITES
    Proceeds from the issuance of common stock                                         --           40,000
    Payments on note payable - bank                                                 (16,500)          --
    (Decrease) in bank overdraft                                                       (422)          --
    Proceeds from notes payable - related parties, net                               34,525        151,069
    Proceeds from convertible debentures, net of deferred financing fees            890,000        150,000
    Payments of obligations under capital lease                                      (1,527)        (1,502)
                                                                                -----------    -----------

       Net cash provided by financing activities                                    906,076        339,567
                                                                                -----------    -----------

NET INCREASE IN
    CASH AND CASH EQUIVALENTS                                                       258,214         45,047

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                                                --              452
                                                                                -----------    -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                       $   258,214    $    45,499
                                                                                ===========    ===========

CASH PAID DURING THE PERIOD FOR:
    Interest expense                                                            $    64,158    $    35,716
                                                                                ===========    ===========

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:

    Reclassification of deferred compensation to note payable - related party   $      --      $   150,000
                                                                                ===========    ===========
    Common stock issued for consulting services                                 $      --      $   376,500
                                                                                ===========    ===========

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

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

                                      F-3
<PAGE>
                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 1-     ORGANIZATION AND BASIS OF PRESENTATION

            The unaudited condensed consolidated financial statements included
            herein have been prepared, without audit, pursuant to the rules and
            regulations of the Securities and Exchange Commission ("SEC"). The
            condensed consolidated financial statements and notes are presented
            as permitted on Form 10-QSB and do not contain information included
            in the Company's annual consolidated statements and notes. Certain
            information and footnote disclosures normally included in financial
            statements prepared in accordance with accounting principles
            generally accepted in the United States of America have been
            condensed or omitted pursuant to such rules and regulations,
            although the Company believes that the disclosures are adequate to
            make the information presented not misleading. It is suggested that
            these condensed consolidated financial statements be read in
            conjunction with the December 31, 2005 audited financial statements
            and the accompanying notes thereto. While management believes the
            procedures followed in preparing these condensed consolidated
            financial statements are reasonable, the accuracy of the amounts are
            in some respects dependent upon the facts that will exist, and
            procedures that will be accomplished by the Company later in the
            year.

            These condensed consolidated unaudited financial statements reflect
            all adjustments, including normal recurring adjustments which, in
            the opinion of management, are necessary to present fairly the
            consolidated operations and cash flows for the periods presented.

            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. At this time, STI
            cancelled all of its certificates and will receive in excess of
            173,000,000 shares of common stock of the Company. June 20, 2005 is
            the date in which consideration is deemed to be paid for the STI
            shares. STI received 9,494,100 of these shares in the quarter ended
            September 30, 2005.

            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.

                                      F-4
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 1-     ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

            Going Concern

            As shown in the accompanying financial statements the Company had
            recurring losses of $384,761 and $1,139,064 for the six months ended
            June 30, 2006 and 2005, respectively, and has a working capital
            deficiency of $8,281,972 as of June 30, 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
            post-merger with Solution Technology International Inc. which
            occurred in May 2005, as well as its sales efforts. The Company has
            borrowed additional amounts from lending sources as well as related
            parties to fund its operations. 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 condensed 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 condensed consolidated financial statements include the accounts
            of the Company and all of its wholly owned subsidiaries. All
            significant intercompany accounts and transactions have been
            eliminated in consolidation.

                                      F-5
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 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 $48,061 and $48,061
            for the six months ended June 30, 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-6
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 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.

<TABLE>
<CAPTION>
                                                           As of June 30, 2006
                                                Gross
                                               Carrying        Accumulated
                                                Amount         Amortization          Net
                                            ---------------  ------------------ --------------
Amortized Intangible Assets:
<S>                                         <C>              <C>                <C>
       Software and related technology      $       961,229  $         528,676  $      432,553
                                            ===============  =================  ==============


Amortization Expense:

       For the six months ended June 30, 2006                $          48,061
       For the six months ended June 30, 2005                           48,061


Estimated Amortization Expense:

       For the six months ended December 31, 2006            $          48,061
       For the year ended December 31, 2007                             96,123
       For the year ended December 31, 2008                             96,123
       For the year ended December 31, 2009                             96,123
       For the year ended December 31, 2010                             96,123
                                                             -----------------

                    Total                                    $         432,553
                                                             =================
</TABLE>

                                      F-7
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 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 condensed 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-8
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 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.

            Derivative Financial Instruments

            The Company generally does not use derivative financial instruments
            to hedge exposures to cash-flow or market risks. However, certain
            other financial instruments, such as warrants or options to acquire
            common stock and the embedded conversion features of debt and
            preferred instruments that are indexed to the Company's common
            stock, are classified as liabilities when either (a) the holder
            possesses rights to net-cash settlement or (b) physical or net share
            settlement is not within the control of the Company. In such
            instances, net-cash settlement is assumed for financial accounting
            and reporting, even when the terms of the underlying contracts do
            not provide for net-cash settlement. Such financial instruments are
            initially recorded at fair value and subsequently adjusted to fair
            value at the close of each reporting period. Fair value for
            option-based derivative financial instruments is determined using
            the Black-Scholes Valuation Method. These derivative financial
            instruments are indexed to an aggregate of 5,078,210,715 shares
            (approximately 600,000,000 post 150:1 reverse split) of the
            Company's common stock as of June 30, 2006 and are carried at fair
            value. The embedded conversion feature amounted to $2,074,291 at
            June 30, 2006. Accretion on the discount of the convertible
            debentures amounted to $243,396 for the six months ended June 30,
            2006. In addition, there is a derivative liability recognized on the
            639,834 warrants issued in April 2006 to Cornell in the amount of
            $25.

            Advertising Costs

            The Company expenses the costs associated with advertising as
            incurred. Advertising expenses are included in the condensed
            consolidated statements of operations for the six months ended June
            30, 2006 and 2005.

            Fixed Assets

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

                                      F-9
<PAGE>


                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Fixed Assets (Continued)

            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-10
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 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:

                                               June 30,         June 30,
                                                 2006             2005
                                             -------------    -------------


            Net loss                         $    (384,761)   $  (1,139,064)
                                             -------------    -------------

            Weighted-average common shares
            Outstanding (Basic)                337,105,005       17,452,638

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

            Weighted-average common shares
            Outstanding (Diluted)              337,105,005       17,452,638
                                             =============    =============

            Stock-Based Compensation

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

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

                                      F-11
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            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 six months ended June 30,
            2006 is $13,750. The net deferred financing fees at June 30, 2006
            are $96,250.

            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 our 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
            $128,908 in share-based compensation expense for the three months
            ended June 30, 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 three months ended June 30,2006.

                                      F-12
<PAGE>
                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Recent Accounting Pronouncements

            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. The Company will evaluate the
            impact of SFAS 155 on its consolidated financial statements.

            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. The Company
            believes the adoption of SFAS 154 will not have a material impact on
            its consolidated financial statements.

NOTE 3-     FIXED ASSETS

            Fixed assets as of June 30, 2006 were as follows:

                                            Estimated Useful
                                             Lives (Years)
                                             -------------

            Furniture and fixtures                 7                $23,268
            Machinery and equipment               3-7               102,425
            Leasehold improvements                 6                 11,870
            Vehicles                               5                 26,908
                                                                     ------

                                                                    164,471
            Less: accumulated depreciation                          134,055
                                                                    -------
            Property and equipment, net                            $ 30,416
                                                                   ========

                                      F-13
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 3-     FIXED ASSETS (CONTINUED)

            Included in machinery and equipment is $11,298 in equipment held
            under capital lease. The accumulated depreciation on this equipment
            as of June 30, 2006 is $9,106. There was $5,576 and $9,033 charged
            to operations for depreciation expense for the six months ended June
            30, 2006 and 2005, respectively.

NOTE 4-     NOTES PAYABLE

            The Company entered into an agreement with the Swiss Pool for
            Aviation Insurance ("SPL") whereby SPL advanced the Company under
            their Master SurSITE Agreement, a license/hosting fee and associated
            professional service fees. Advanced fees were recognized as both
            revenue to the Company for achieving certain benchmarks in
            accordance with the agreement, and certain fees were advances to be
            repaid due to contractual obligations to SPL. The original terms
            were for the advances to be repaid in a period not to exceed five
            years, no interest. In 2004, interest started accruing at 2.5%
            annually. The Company originally was advanced $700,000 from June
            2002 through October 2002, and credited one quarterly maintenance
            fee of $35,000 in 2002 and two quarterly maintenance fees totaling
            $70,000 in 2003. Additionally, SPL advanced another $200,000 in 2003
            at 9% interest annually of which $45,000 was repaid in June 2004.
            Interest expense for the six months ended June 30, 2006 and 2005
            were $9,375 and $9,375, respectively. The note payable balance due
            at June 30, 2006 was $750,000.

            The Company entered into a revolving promissory note agreement (the
            "Agreement") with Crosshill Georgetown Capital, L.P. ("Crosshill")
            on January 10, 2003. Pursuant to the Agreement, Crosshill loaned the
            Company $750,000 which matures upon the earlier of the Company
            closing on an equity raise of not less than $2,000,000 or July 10,
            2003, which has been amended on various occasions through December
            31, 2004. The note accrued interest at 12% annually. This note was
            converted to long-term debt on July 1, 2004.

            The Company had $650,000 outstanding at June 30, 2006. Interest
            expense for the six months ended June 30, 2006 and 2005 was $24,375
            and $24,375, respectively. In accordance with EITF 96-16, "Debtor's
            Accounting for a Modification or Exchange of Debt Instruments," the
            Company had recognized a gain of $83,245 on December 31, 2004 due to
            a substantial modification to the terms of the note agreement. As of
            June 30, 2005, $41,623 had been amortized into expense.

                                      F-14
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 4-     NOTES PAYABLE  (CONTINUED)

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

      Notes payable at March 31, 2006 consists of the following:

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

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

      Total notes payable                                      1,400,000
      Less current maturities                                  1,215,000
                                                               ----------

      Notes payable - net of current maturities                $ 185,000
                                                               ==========






      The approximate aggregate amount of all note payable maturities for the
      next two periods ending after June 30, 2006 is as follows:

                      2007                                     $ 1,215,000
                      2008                                         185,000
                                                               ------------

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

                                      F-15
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

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
            June 30, 2006). The balance at June 30, 2006 was $200,000. Interest
            for the six months ended June 30, 2006 and 2005 was $5,526 and
            $8,500, respectively.

NOTE 6-     NOTES PAYABLE - RELATED PARTIES

            The Company has notes payable due to three related parties:

            Two unsecured notes payable in the aggregate amount of $50,000 to a
            director of the Company due June 2005 or upon obtaining an equity
            line of credit whichever is earlier, with interest payable at 8%.
            Interest expense for the six months ended June 30, 2006 and 2005 was
            $2,000 and $2,000, respectively. As of June 2006, the Company
            provided the director an update on the status of the repayment of
            the note. The Company recorded the issuance of 4,000,000 warrants in
            connection with these notes at $8,000 and that amount is included in
            debt.

            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 June 30, 2006 is $50,310. Interest expense for the
            six months ended June 30, 2006 and 2005 was $1,631 and $3,406,
            respectively. As of June 2006, the Company provides the director an
            update on the status of the repayment of the note.

            The Company on March 24, 2005 settled with a former officer/employee
            of the Company who was owed back pay. The settlement was for
            $166,943, $16,943 due at the signing of the settlement agreement and
            the remaining $150,000 in the form of a promissory note due August
            22, 2005 in one lump payment. The note was not paid in August 2005,
            and extended by the parties until the filing of the disclosure
            statement with the Securities and Exchange Commission. The Company
            paid $21,250 in the quarter ended December 31, 2005. Balance due at
            June 30, 2006 is $128,750.

            An unsecured $10,000 note payable to a director of the organization,
            due March 2006 or upon obtaining an equity line of credit, whichever
            is earlier, with interest payable at 10%. Interest expense for the
            six months ended June 30, 2006 and 2005 was $500 and $292,
            respectively.

            An unsecured $20,000 note payable to a director of the organization,
            due March 2006 or upon obtaining an equity line of credit, whichever
            is earlier, with interest payable at 10%. Interest expense for the
            six months ended June 30, 2006 and 2005 was $1,000 and $557,
            respectively.

                                      F-16
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 6-     NOTES PAYABLE - RELATED PARTIES (CONTINUED)

            An unsecured $5,000 note payable to a director of the organization,
            due December 2006 or upon obtaining an equity line of credit,
            whichever is earlier, with interest payable at 10%. Interest expense
            for the six months ended June 30, 2006 was $188.

            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. The notes bear interest at 10% per annum. Interest expense
            for the six months ended June 30, 2006 and 2005 was $8,237 and $452,
            respectively.

            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 six months ended June 30, 2006 and 2005 was $5,000 and $167,
            respectively.

            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. Interest expense for
            the six months ended June 30, 2006 was $396.

NOTE 7-     CONVERTIBLE DEBENTURES

            On June 28, 2004, the Company entered into a Securities Purchase
            Agreement with Cornell Capital Partners. Under the Securities
            Purchase Agreement, Cornell Capital Partners was obligated to
            purchase $600,000 of secured convertible debentures from the
            Company. The Company also entered into a $400,000 convertible
            debenture which was utilized for payment of consulting services.

            On June 29, 2004, Cornell Capital Partners purchased $300,000 of
            convertible debentures and purchased $300,000 additional debentures
            on August 26, 2004. These debentures accrued interest at a rate of
            5% per year. The debentures are convertible into the Company's
            common stock at the holders' option any time up to maturity at an
            agreed-upon conversion price. The assets of the Company in
            accordance with an Inter-creditor Agreement secure the debentures.
            At maturity, the Company has the option to either pay the holder the
            outstanding principal balance and accrued interest or to convert the
            debentures into shares of common stock at an agreed-upon conversion
            price. The convertible debentures meet the definition of hybrid
            instruments, as defined in SFAS 133, Accounting for Derivative
            Instruments and Hedging Activities (SFAS No. 133). The hybrid
            instruments are comprised of a i) a debt instrument, as the host
            contract and ii) an option to convert the debentures into common
            stock of the Company, as an embedded derivative. The embedded
            derivative derives its value based on the underlying fair value of
            the Company's common stock.

                                      F-17
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 7-     CONVERTIBLE DEBENTURES (CONTINUED)

            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.

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

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

                                      F-18
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 7-     CONVERTIBLE DEBENTURES (CONTINUED)

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

            Interest expense on the convertible debentures was $80,439 and
            $16,500 for the six months ended June 30, 2006 and 2005,
            respectively. Accrued interest at June 30, 2006 is $136,291. $48,798
            was converted from accrued interest to additional debentures on
            December 31, 2005. The Company entered into amended and restated
            agreements on April 6, 2006 with respect to its convertible
            debentures as described below.

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

            Secured Convertible Debenture. The Company entered into a secured
            convertible debenture in the principal amount of $1,000,000 dated
            April 4, 2006 and due April 4, 2008. The debenture carries an
            interest rate of 8%. 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 $.005 (or the market price upon the completion of a 150:1
            reverse stock split by the Company as proposed in its Schedule 14C
            now under SEC review). Cornell Capital has a right to convert the
            debenture into shares of the Company's common stock based upon a
            quotient obtained by dividing (i) the outstanding amount of the
            convertible debenture by the (ii) conversion price which is equal to
            the lesser of $.005 (or the market price upon the completion of a
            150:1 reverse stock split by the Company as proposed in its Schedule
            14C now under SEC review) or 80% of the lowest 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.

                                      F-19
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 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 Company's common stock ceasing to be
            quoted for trading or listing on the OTCBB and shall not again be
            quoted or listed for trading within five trading days of such
            listing, the Company being in default of any other debentures that
            the Company has issued to Cornell Capital. Following an event of
            default and while the event of default is not cured, Cornell Capital
            may accelerate all amounts due and payable in cash or elect to
            convert such amounts to common stock having a conversion price of
            the lower of $.005 per share or the lowest closing bid price during
            the thirty days immediately preceding the conversion date.

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

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

                                      F-20
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 7-     CONVERTIBLE DEBENTURES (CONTINUED)

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

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

            Amended and Restated Investor Registration Rights Agreement. On
            April 4, 2006 the Company entered into an amended and restated
            registration rights agreement with Cornell Capital. Under the terms
            of the registration rights agreement the Company is obligated to
            register on Form SB-2 or any other applicable form the shares of its
            common stock issuable to Cornell Capital upon conversion of the
            $1,000,000 convertible debenture, the warrant shares 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).

                                      F-21
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 7-     CONVERTIBLE DEBENTURES (CONTINUED)

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

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

            Irrevocable Transfer Agent Instructions Agreement. The Company
            entered into an irrevocable transfer agent instructions agreement
            dated April 4, 2006 among the Company's transfer agent, Olde
            Montmouth Stock Transfer Company, Cornell Capital and David
            Gonzales, Esq., as escrow agent. Under the terms of the irrevocable
            transfer agent instructions, NetWorth's common stock to be issued
            upon conversion of the convertible debentures for $1,000,000 and
            $400,000 and any interest and liquidated damages to be converted
            into shares of 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.

                                      F-22
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 7-     CONVERTIBLE DEBENTURES (CONTINUED)

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

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

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

                                      F-23
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 7-     CONVERTIBLE DEBENTURES (CONTINUED)

            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.

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

NOTE 8-     COMMITMENTS AND CONTINGENCIES

            Capital Lease Obligations

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

            Minimum lease payments under capital leases at June 30, 2006, are as
            follows:

                     2006                         $      400

            Less: amounts representing interest         (181)
            Less: current portion                       (219)
                                                  ----------

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


            Operating Lease

            The Company entered into a lease on June 1, 2006 with Garrett
            College, McHenry, Maryland, in the Garrett Information 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 six months ended June 30, 2006 and 2005 was
            $45,976 and $45,749, respectively.

                                      F-24
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 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 10 shares of
            common stock (subject to adjustment upon the occurrence of certain
            events as specified in the Certificate of Designation), but only to
            the extent that the aggregate number of shares of common stock held
            by the holder (and any other person with whom the holder must
            aggregate shares for purposes of Commission Rule 144) is less than
            5% of the Company's outstanding common stock so that the holder will
            not be deemed to have "control" within the meaning of Commission
            Rule 405.

            The Certificate of Designation further provides: (1) for liquidation
            rights that treat one share of Class A Preferred Stock as if it were
            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 June 30, 2006 has 961,831 shares of the Class A
            Preferred Shares issued and outstanding. The Company converted all
            of their preferred shares to common shares.

                                      F-25
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 9-     STOCKHOLDERS' DEFICIT (CONTINUED)

            Common Stock

            As of June 30, 2006, the Company has 650,000,000 shares of common
            stock authorized and 340,317,100 shares issued and 340,129,129
            shares outstanding. The par value of the common stock is $.01.

            During the six months ended June 30, 2006, the Company issued:

            292,515,400 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.

            15,300,000 shares of stock in conversion of 153,000 shares of
            preferred stock.

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

            94,941,000 shares were issued to Solution Technology, Inc.
            shareholders in the share exchange. This represents a partial
            issuance.

            29,170,000 shares of common stock in conversion of 291,700 Class A
            Preferred Shares.

            6,398,910 shares of common stock to Knightsbridge as noted in Note 7
            under the convertible debenture agreement.

            4,500,000 shares of common stock for services rendered valued at
            $45,000.

            50,624,500 shares of common stock valued at $694,495 (ranging from
            $.05 per share to $.10 per share) for director fees.

            Stock Options and Warrants

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

                                      F-26
<PAGE>


                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 9-     STOCKHOLDERS' DEFICIT (CONTINUED)

            Stock Options and Warrants (Continued)

<TABLE>
<CAPTION>
                                                                         Six Months Ended June 30,
                                                                          2006              2005
                                                                          ----              ----
            Net loss:
<S>                                                                    <C>             <C>
              As reported                                              ($929,347)      ($1,139,064)
              Add: Stock-based employee compensation expense
                 included in reported net loss, net of related tax effects     -                 -
              Less: Total stock-based employee compensation
                 expense determined under fair value based
                 method for all awards, net of related tax effects            (-)               (-)
                                                                       ---------       -----------
               Pro forma                                               ($929,347)      ($1,139,064)
            Net loss per share:
               As reported:
                  Basic                                                   ($0.00)           ($0.07)
                  Diluted                                                 ($0.00)           ($0.07)
               Pro forma:
                  Basic                                                   ($0.00)           ($0.07)
                  Diluted                                                 ($0.00)           ($0.07)
</TABLE>

            There were no options or warrants issued for the six months ended
            June 30, 2006 and 2005, respectively, except for the 639,834
            warrants to Cornell Capital Partners, L.P. in April 2006 (see Note
            7).

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 June 30, 2006, deferred tax assets consist of the following:

                                      F-27
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                             JUNE 30, 2006 AND 2005

NOTE 10-    PROVISION FOR INCOME TAXES (CONTINUED)


            Net operating losses                $ 8,776,222
            Amortization of intangible assets       (48,061)
                                                ------------

                                                  8,728,161

            Valuation allowance                  (8,728,161)
                                                ------------

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

            At June 30, 2006, the Company had a net operating loss carryforward
            in the approximate amount of $25,812,417, 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 six months
            ended June 30, 2006 and 2005 is summarized as follows:


                                      2006           2005
                                  -----------    ------------
            Federal statutory rate   (34.0)%         (34.0)%

            State income               3.3             3.3
            taxes, net of
            federal benefits
            Valuation allowance       30.7            30.7
                                  -----------    ------------
                                         0%              0%
                                  ===========    ============

NOTE 11-    LITIGATION

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

                                      F-28
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

FORWARD LOOKING STATEMENTS

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

OVERVIEW

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

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

                                       2
<PAGE>

         We plan to market and sell 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, the Company will establish an international sales force by
hiring experienced professionals with well-established track records and
contacts throughout the insurance and reinsurance industry. The Company plans to
establish a presence in the London market since it is the global center of
reinsurance trading. During the summer of 2005, we established the first of
three planned sales teams with responsibility for the North American market. The
U.S. team is managed by two reinsurance professionals, both former insurance
brokers who have commenced discussions with U.S. and Bermuda based insurance and
reinsurance prospects.

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

         For decades, lack of automation coupled with fragmented information
systems of many global insurance and reinsurance organizations have made it
difficult to accurately 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 TATE, 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 the SurSITE(R) reinsurance software solution improves the quality,
consistency, and accuracy of work performed and positions management to
significantly and measurably reduce operating expenses and reduce errors.

                                       3
<PAGE>

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

SIX MONTHS ENDED JUNE 30, 2006 AND JUNE 30, 2005

         There were no revenues for the six months ended June 30, 2006 and 2005,
respectively. The Company is in negotiations currently with potential customers
for the licensing of their software.

         Cost of revenue for the six months ended June 30, 2006 and 2005 were
$48,061 and $56,061, respectively. The Company incurred $48,061 in amortization
of their intangible assets each period, and in 2005 had $8,000 in expenditures
under a development agreement.

         Operating expenses for the six months ended June 30, 2006 and 2005 were
$391,880 and $869,414, respectively. This represents a decrease of approximately
$477,500 due in large part to the expense associated with the issuance of common
stock for services in 2005. Additionally, STI incurred a substantial amount of
professional fees in 2005 to complete the reverse merger.

         Other income (expense) was $55,180 for the six months ended June 30,
2006 compared to $(213,589) for the six months ended June 30, 2005, an increase
of $288,769. The increase is attributable to $449,991 in forgiveness of debt of
certain accounts payable offset by an increase in interest expense of $223,617
in 2006 compared to 2005 due to the fair value changes in the derivative
liability.

THREE MONTHS ENDED JUNE 30, 2006 AND JUNE 30, 2005

                  There were no revenues for the three months ended June 30,
2006 and 2005, respectively.

         Cost of revenue for the three months ended June 30, 2006 and 2005 were
$24,030 and $32,030, respectively. The Company incurred $24,030 in amortization
of their intangible assets each period, and in 2005 had $8,000 in expenditures
under a development agreement.

         Operating expenses for the three months ended June 30, 2006 and 2005
were $267,937 and $691,978, respectively. This represents a decrease of
approximately $424,000 due in large part to the expense associated with the
issuance of common stock for services in 2005. Additionally, STI incurred a
substantial amount of professional fees in 2005 to complete the reverse merger.

                                       4
<PAGE>

         Other income (expense) was $130,003 for the three months ended June 30,
2006 compared to $(174,658) for the three months ended June 30, 2005, an
increase of $274,661. The increase is attributable to $449,991 in forgiveness of
debt of certain accounts payable offset by an increase in interest expense of
$166,914 in 2006 compared to 2005 due to the fair value changes in the
derivative liability.

LIQUIDITY AND CAPITAL RESOURCES

         At June 30, 2005, the Company had a net working capital deficit of
$8,281,972. The working capital deficit was mainly due to the derivative
liabilities recognized from the debenture financing with Cornell Capital in the
amount of $2,074,291, the liability for the shares to be issued in the merger of
STI with the Company in the amount of $3,272,721, as well as the current portion
of notes payable in the amount of $1,215,000. The Company was able to negotiate
various vendor payables during the six months ended June 30, 2006 and as a
result recognized forgiveness of debt in the amount of $449,991. This
contributed to the reduction in accounts payable and accrued expenses in the
amount of $351,709 for the six months ended June 30, 2006. The Company upon
entering into additional securities purchase agreements with Cornell, was funded
an additional $890,000, net of deferred fees, and with these proceeds repaid
certain vendors as well as repaid some of their accrued compensation to their
current and former employees. The Company has been negotiating terms of
licensing agreements with customers, and may be in position to earn revenues and
improve cash flow by the end of its fiscal year, December 31, 2006.

         The Company used $625,453 in operating activities for the six months
ended June 30, 2006 as compared to $294,520 for the six months ended June 30,
2005. The increase in cash used in operating activities of approximately
$330,000 was due to the changes in accounts payable and accrued compensation
from 2006 to 2005, offset by the Company's change in net loss of approximately
$750,000.

         The Company had net cash used in investing activities of $22,409 for
the six months ended June 30, 2006 due to capital expenditures acquired for the
Illinois location.

         The Company had net cash provided by financing activities of $906,076
for the six months ended June 30, 2006 compared to $339,567 for the six months
ended June 30, 2005. This change was attributable to the Company borrowing an
additional $890,000 net of deferred fees from Cornell under the securities
purchase agreement.

         In pursuing its business strategy, the Company may require additional
cash for operating and investing activities. The Company expects future cash
requirements, if any to be funded from operating cash flow and cash flow from
financing activities.

         The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. However, the Company has suffered
recurring losses from operations and at June 30, 2006 had working capital
deficits as noted above. These conditions raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable time. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                                       5
<PAGE>

ITEM 3: CONTROLS AND PROCEDURES

(a)      Evaluation of Disclosure Controls and Procedures

The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). This term refers to the controls and procedures of a company that are
designed to ensure that information required to be disclosed by a company in the
reports that it files under the Exchange Act is recorded, processed, summarized,
and reported within the required time periods. The Company's Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of our
disclosure controls and procedures as of March 31, 2006. The Chief Executive
Officer and Chief Financial Officer has concluded that, as of that date, our
disclosure controls and procedures were effective at ensuring that required
information will be disclosed on a timely basis in our reports filed under the
Exchange Act.

(b) Changes in Internal Control over Financial Reporting

The Company implemented an Internal Control Policy allowing for the confidential
receipt and treatment of complaints in regards to the Company's internal
accounting controls and auditing matters. A director, officer or employee may
file a confidential and anonymous concern regarding questionable accounting or
auditing matters to an independent representative of the Company's Audit
Committee. As of March 31, 2006, an evaluation was performed under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's internal control over
financial reporting. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer has concluded that, as of that date, our internal
controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) were effective.

There was no change in our internal control over financial reporting during 2005
from 2004 that was materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

CODE OF ETHICS

The Company implemented a Code of Ethics by which directors, officers and
employees commit and undertake to personal and corporate growth, dedicate
themselves to excellence, integrity and responsiveness to the marketplace, and
work together to enhance the value of the Company for the shareholders, vendors,
and customers.

TRADING POLICY

The Company implemented a Trading Policy whereby if a director, officer or
employee has material non-public information relating to the Company, neither
that person nor any related person may buy or sell securities of the Company or
engage in any other action to take advantage of, or pass on to others, that
information. Additionally, insiders may purchase or sell Company securities if
such purchase or sale is made within 30 days after an earnings or special
announcement to include the 10-KSB, 10-QSB and 8-K in order to insure that
investors have available the same information necessary to make investment
decisions as insiders.

                                       6
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1. 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 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 we have not had further
discussions since those initial discussions.

James Andrew Rice v. Solution Technology International, Inc. and Dan Jonson
(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 have filed a motion to dismiss Dan L. Jonson as a defendant. An
answer to the complaint will be due following disposition of any preliminary
motions.

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 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 has filed a writ of garnishment to collect on the unpaid
note. Plaintiff and STI have had settlement negotiations but no settlement has
been reached.

ITEM 2. DEFAULTS UPON SENIOR SECURITIES

NetWorth received a total of $625,000 under secured convertible debentures
issued to Montgomery Equity Partners, Ltd. ("Montgomery") and Advantage Capital
Development Corp. ("Advantage"), companies affiliated with Cornell Capital
Partners, LP to the Company's knowledge, that are convertible into shares of our
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 matured in
August 2005 and have full registration rights. The convertible debentures are
secured by all of the Company's assets. The Company is in default under the
terms of the convertible debentures. Montgomery assigned its interest in the
debenture to Advantage on March 10, 2005. Accordingly, Advantage has the right
to accelerate all payments owed of principal and interest or they can convert
the amounts owed into shares of our Common Stock. Advantage converted $25,000 of
the debenture to 27,173,913 shares of NetWorth common stock under the conversion
terms of the debenture in April 2006.

ITEM 5. OTHER INFORMATION

Following the filing of its definitive Schedule 14C Information Statement on
June 23, 2006 that also provided the information required under Rule 14f-1 of
the Securities and Exchange Act of 1934, as amended, in connection with a change
of directors other than at a meeting of security holders, NetWorth merged with
STI, changed the name of the combined company to Solution Technology
International and effected a 1 for 150 reverse split of its outstanding common
stock. The former members of the Board of Directors of NetWorth resigned and
have been replaced by the members of the Board of Directors of STI.

                                       7
<PAGE>

ITEM 6.  EXHIBITS

<TABLE>
Exhibit No.:                                Description                                            Location
----------                                  -----------                                            --------
<S>             <C>                                                                           <C>
31.1             Certification of Chief Executive Officer Pursuant to Section 302 of the        Provided herewith
                 Sarbanes-Oxley Act

31.2             Certification of Principal Financial and Principal Accounting Officer          Provided herewith
                 Pursuant to Section 302 of the Sarbanes-Oxley Act

32.1*            Certification of Chief Executive Officer and Principal Financial Officer       Provided herewith
                 Pursuant to Section 906 of theSarbanes-Oxley Act.
</TABLE>

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

                                    SIGNATURE

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


                     SOLUTION TECHNOLOGY INTERNATIONAL, INC.


Date: August  21, 2006         By:    /s/ Dan L. Jonson
                                    -------------------------------
                                      Dan L. Jonson
                                      Chief Executive Officer

Date: August 21, 2006          By:    /s/ Michael Pollack
                                    -------------------------------
                                      Michael Pollack
                                      Chief Financial Officer

                                       8