UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2005

                 |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                           OF THE EXCHANGE ACT OF 1934

            FOR THE TRANSITION PERIOD FROM _________TO______________

                         COMMISSION FILE NUMBER 0-27842

                           NETWORTH TECHNOLOGIES, INC.
                      (EXACT NAME OF SMALL BUSINESS ISSUER)

             Delaware                                   54-1778587
             --------                                   ----------
   (State or Other Jurisdiction          (I.R.S. Employer Identification Number)
of Incorporation or Organization)

6499 N.W. 9th Avenue, Suite 304, Ft. Lauderdale, Florida                33309
--------------------------------------------------------                -----
       (Address of Principal Executive Offices)                       (Zip Code)

Issuer's telephone number, including area code                    (954) 670-2300
                                                                  --------------

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 the number of shares outstanding of each of the issuer's classes
of common stock, as to the latest practicable date:

                Class                         Outstanding shares at June 1, 2005
                -----                         ----------------------------------

            Common Stock                                   16,524,64

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS.


                                       2
<PAGE>

                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

Condensed Consolidated Balance Sheet as of March 31, 2005 (Unaudited)     4

Condensed Consolidated Statements of Operations For The Three Months      5
Ended March 31, 2005 and 2004 (Unaudited)


Condensed Consolidated Statements of Cash Flows For The Three Months      6
Ended March 31, 2005 and 2004 (Unaudited)

Notes to Consolidated Financial Statements (Unaudited)                    7 - 11


                                       3
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                        AS OF MARCH 31, 2005 (UNAUDITED)

<TABLE>
<S>                                                                                                    <C>
                                     ASSETS

CURRENT ASSETS
 Cash                                                                                                  $     8,700
 Accounts receivable, net                                                                                   48,268
 Prepaid expenses and other current assets                                                                  33,878
                                                                                                       -----------
      Total Current Assets                                                                                  90,846

 PROPERTY AND EQUIPMENT, NET                                                                                22,274

 OTHER NON-CURRENT ASSETS
 Deposits                                                                                                    2,557
                                                                                                       -----------
      Total Non-Current Assets                                                                               2,557
                                                                                                       -----------

 TOTAL ASSETS                                                                                          $   115,677
                                                                                                       ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

 CURRENT LIABILITIES
 Accounts payable and accrued expenses                                                                 $   396,374
 Accrued litigation                                                                                         90,000
 Deferred revenue                                                                                           34,570
 Customer Deposits                                                                                          53,944
 Loans payable - related party                                                                              99,739
 Convertible debentures, net of discount                                                                   423,382
                                                                                                       -----------

 TOTAL CURRENT LIABILITIES                                                                               1,098,009
                                                                                                       -----------

 STOCKHOLDERS' DEFICIENCY
   Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding                 --
   Convertible preferred stock, $0.01 par value, 1,000,000 shares authorized, 101,955 shares issued          1,020
   and outstanding
   Common stock, $0.10 par value, 100,000,000 shares authorized, 16,336,673 shares issued and            1,671,260
   16,524,644 outstanding
   Treasury Stock 187,971 shares $.10 par value                                                            (18,797)
   Additional paid in capital                                                                           (1,045,571)
   Deferred services                                                                                       (33,750)
   Accumulated deficit                                                                                  (1,556,494)
                                                                                                       -----------
      Total Stockholders' Deficiency                                                                      (982,332)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                        $   115,677
                                                                                                       ===========
</TABLE>


                                       4
<PAGE>

                   NETWORTH TECHNOLOGIES, INC. AND SUBSIDARIES
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

                                                    2005               2004
                                                ------------       ------------
REVENUE
Services                                        $    189,189       $    102,406
Systems                                               10,645            108,140
                                                ------------       ------------

TOTAL REVENUE                                        199,834            210,546

COST OF GOODS SOLD                                    65,370             75,065
                                                ------------       ------------

GROSS PROFIT                                         134,464            135,481
                                                ------------       ------------

OPERATING EXPENSES
Stock compensation                                   129,745             76,842
Advertising                                            1,000                 --
Directors fees                                        27,500              7,000
Litigation expense                                    90,000                 --
General and administrative                           352,713             81,979
                                                ------------       ------------
      Total Operating Expenses                       600,958            165,821
                                                ------------       ------------

OTHER INCOME (EXPENSE)
Interest expense                                     172,180                 --
Depreciation                                           1,667              4,518
                                                ------------       ------------
      Total Other Income (Expense)                   173,847              4,518
                                                ------------       ------------

Income Before Provision for Income Taxes            (640,341)           (34,858)

Provision for Income Taxes                                --                 --
                                                ------------       ------------

NET LOSS                                        $   (640,341)      $    (34,858)
                                                ============       ============

Net loss per share - basic and diluted          $      (0.04)      $      (0.00)
                                                ============       ============

Weighted average number of shares outstanding     15,125,785          7,500,000
during the period - basic and diluted
                                                ============       ============


                                       5
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
         FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                    2005            2004
                                                                                  ---------       ---------
<S>                                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                                         $(640,341)      $ (34,858)
 Adjustments to reconcile net loss to net cash used in operating activities:
 Depreciation                                                                         1,667           4,598
 Bad debt
 Amortization of note payable discount                                               89,307              --
 Stock issued for services                                                          140,995          90,509
 Changes in operating assets and liabilities:
   (Increase) decrease in:
   Accounts receivable                                                              (20,521)        (43,312)
   Decrease in inventory                                                              6,111              --
   Prepaid expenses                                                                 (20,606)             --
   Deposits                                                                            (170)             --
   Increase (decrease) in:
   Accounts payable and accrued expenses                                            238,660         (59,494)
   Deferred revenue                                                                  11,112          28,978
                                                                                  ---------       ---------
     Net Cash Used In Operating Activities                                         (193,786)        (13,579)
                                                                                  ---------       ---------

 CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from beneficial concersion                                                109,863              --
 Proceeds from notes payable                                                         84,304              --
 Payments on stockholders loan                                                       (1,279)             --
 Proceeds from stockholders loan                                                         --           5,951
                                                                                  ---------       ---------
     Net Cash Used In Financing Activities                                          192,888           5,951
                                                                                  ---------       ---------

 NET INCREASE IN CASH                                                                  (898)         (7,628)

 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     9,598          21,583
                                                                                  ---------       ---------

 CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $   8,700       $  13,955
                                                                                  =========       =========

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid for income taxes                                                       $      --       $      --
                                                                                  =========       =========

 Cash paid for interest expense                                                   $      --       $      --
                                                                                  =========       =========
</TABLE>


                                       6
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005
                                   (UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization

On August 20, 2004, after the close of business, we executed a definitive
Reorganization Agreement with NetWorth Systems, Inc. ("NetWorth"), a Florida
corporation engaged in the business of providing IT management and IT auditing
services (the "Agreement"). Pursuant to the terms of the Agreement, we acquired
all of the issued and outstanding shares of common stock of Net Worth in
exchange for the issuance of 75,000,002 (7,500,000 shares post split) shares of
our Company's common stock, which represents approximately 60% of our now
currently issued and outstanding shares of common stock. Fifteen million shares
(1,500,000 shares post split), or 20% of the total shares above, are being held
in escrow for the discharge of any undisclosed liabilities or other violations
of the Agreement by Net Worth.

(B) Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, the financial statements do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments have been
included and all adjustments considered necessary for a fair presentation have
been included and such adjustments are of a normal recurring nature.

These financial statements should be read in conjunction with the audited
financial statements for the year ended December 31, 2004 and notes thereto
contained in the Report on Form 10-KSB of Networth Technologies, Inc. ("our
Company" or the "Company") as filed with the Securities and Exchange Commission
(the "Commission") on April 14, 2005. The results of operations for the three
ended March 31, 2005 are not necessarily indicative of the results for the full
fiscal year ending December 31, 2005.

(C) Consolidation Policy

The accompanying 2005 consolidated financial statements include the accounts of
Networth Technology, Inc. and its wholly owned subsidiaries Networth Systems,
Inc. and Networth Government, Inc. (Inactive). The accompanying 2004
consolidated financial statements include the accounts of Networth Systems. Inc.
and PC-Xperts! All intercompany accounts have been eliminated in the
consolidation.

(D) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted
average common shares outstanding as defined by Financial Accounting Standards
No 128, "Earnings Per Share." As of March 31, 2005 and 2004, common share
equivalents were anti-dilutive and not used in the calculation of diluted net
loss per share.

(E) Reclassifications

Certain prior period amounts have been reclassified for comparability.

(F) Cash Equivalents

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


                                       7
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005
                                   (UNAUDITED)

(G) Use of Estimates

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reported period. Actual results could differ
from those estimates.

(H) Income Taxes

The corporation is subject to corporate income tax under the standard I.R.S.
Code. As there have been losses in the past and this quarter is a loss, no
provision for income tax has been included in the accompanying financial
statements.

(I) Business Segments

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

(J) Advertising Costs

Advertising costs are expenses as incurred and include barter transactions.
Revenues from barter transactions, in accordance with the provisions of
Accounting Principles Board Opinion No. 29 ("APB 29"), "Accounting for
Nonmonetary Transactions," are recognized during the period in which the
advertisements occur. Under the provisions of APB 29, barter transactions are
recorded at the fair value of the goods or services received. For the three
months ended March 31, 2005 and 2004, the Company recognized $0 and $0,
respectively, in revenue related to these barter transactions, which was valued
using the standard advertising costs charged by the third party.

Other advertising costs, such as advertising on web sites geared to our
business, are expensed as incurred. These expenses were $1,000 and $0, for the
three months ended March 31, 2005 and 2004, respectively

(K) New Accounting Pronouncements

A variety of proposed or otherwise potential accounting standards are currently
under study by standard-setting organizations and various regulatory agencies.
Because of the tentative and preliminary nature of these proposed standards,
management has not determined whether implementation of such proposed standards
would be material to the Company's consolidated financial statements.

NOTE 2 ACCOUNTS RECEIVABLE

The Company's allowance for doubtful accounts is based on management's estimates
of the creditworthiness of its customers, current economic conditions and
historical information, and, in the opinion of management, is believed to be an
amount sufficient to respond to normal business conditions. Management sets 100%
reserves for customers in bankruptcy and other reserves based upon historical
collection experience. Should business conditions deteriorate or any major
customer default on its obligations to the Company, this allowance may need to
be significantly increased, which would have a negative impact on operations.
For the three months ended March 31, 2005 and 2004, the Company has recorded a
provision for uncollectible accounts of $0 and $0, respectively.

NOTE 3 PROPERTY AND EQUIPMENT

The following is a summary of property and equipment at March 31, 2005:

Furniture and fixtures                                                 $ 10,751
Computer equipment                                                       40,109
Equipment                                                                 9,146
Less accumulated depreciation                                           (37,732)
                                                                       --------
Property and equipment, net                                            $ 22,274
                                                                       ========

Depreciation expense for the three months ended March 31, 2005 was $1,667 and
$4,518, respectively.

                                       8
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005
                                   (UNAUDITED)

NOTE 4 REVERSE MERGER

On August 20, 2004, Networth Technologies, Inc. consummated an agreement with
NetWorth Systems, Inc., a Florida corporation, pursuant to which NetWorth
Systems, Inc. exchanged 100% of the then issued and outstanding shares of common
stock for 75,000,002 shares (7,500,000 shares post split) or approximately 60%
of the outstanding common stock of Networth Technologies, Inc. As a result of
the agreement, the transaction was treated for accounting purposes as a capital
transaction and recapitalization by the accounting acquirer (NetWorth Systems,
Inc.) and as a reorganization by the accounting acquiree (Networth Technologies,
Inc.). Fifteen million shares (1,500,000 shares post split), 20% of the total
shares above, are being held in escrow for the discharge of any undisclosed
liabilities or other violations of the Agreement by Net Worth. The agreement
also contained a clause about the future earnings of the company. If net income
before taxes for the year ended December 31, 2005 meets or exceeds $250,000 then
additional shares of common stock will be issued to the old NetWorth
shareholders in order to give them a total of 80% of the then outstanding shares
of Networth Technologies, Inc. If this goal is not met, the number of additional
shares to be issued will be adjusted in direct proportion to the percentage of
net income before tax actually earned. The minimum net income before tax that
must be earned is $125,000.

Accordingly, the financial statements include the following:

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

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

NOTE 5 LOANS PAYABLE - RELATED PARTIES

The Company has received advances of funds for operations from a director. The
director charges the Company the interest that is charged to him on these funds.
The rate ranges from 5% to 7% and is variable based on the prime rate. At March
31, 2005, the amount due to the director was $97,700.

As of March 31, 2005, the Company had received advances of $3,318 from two
related parties. These advances bear interest at the prime rate plus two
percentage points and are due upon demand.

NOTE 6 COMMITMENTS AND CONTINGENCIES

(A) Financing Agreement

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


                                       9
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005
                                   (UNAUDITED)

(B) Litigation

During 2005 a lawsuit was initiated against the Company by Match Point, Inc. in
the Circuit Court of the 15th Judicial Circuit of Palm Beach County, Florida
filed April 12, 2005. The Plaintiff claims the Company breached a contract to
provide sponsorship for a tennis tournament hosted by the Plaintiff. The
Plaintiff is suing for $150,000 in damages. The Company has accrued an
additional $90,000 during the three months ended March 31, 2005. The Company has
recorded a total of $150,000 for the lawsuit as of March 31, 2005.

During 2005 the Company received notice of a lawsuit initiated against the
Company by Sacks, Sax, Klein in the County Court of Palm Beach County, Florida.
The Plaintiff is claiming damages of $8,539.80. No settlement has been reached.
The litigation is active.

NOTE 7 RELATED PARTY TRANSACTIONS

See Note 5 above.

NOTE 8 CONVERTIBLE DEBENTURES

In January 2005, the Company issued an additional $225,000 of convertible
debentures for a total of $625,000 of debentures that are convertible into
shares of common stock at a price equal to either (a) an amount equal to one
hundred twenty percent (120%) of the closing bid price of the common stock as of
the closing date or (b) an amount equal to eighty percent (80%) of the lowest
volume weighted average price of the common stock for the thirty trading days
immediately preceding the conversion date. The convertible debentures mature in
August 2005 and have full registration rights. The convertible debentures are
secured by all of the Company's assets. As of March 31, 2005 the Company had
received net cash proceeds of $310,591 and recorded deferred financing costs of
$188,005 associated with the issuance of the debenture and the beneficial
conversion feature of the convertible debenture resulted in the Company
recording a deferred charge of $126,404. The deferred financing costs are being
amortized over the term of the convertible debentures. The Company recorded
amortization expense of $89,307 for the three months ended March 31, 2005.

            Notes payable - face                          $ 600,000
            Discount                                       (176,618)
                                                          ---------
                                                          $ 423,382
                                                          =========

NOTE 9 STOCKHOLDERS' DEFICIENCY

(A) Preferred Stock

On May 14, 2002, the Company's Board of Directors adopted a certificate of
designation for 1,000,000 shares of the 10,000,000 shares of preferred stock
authorized by the shareholders at the Annual Meeting (the "Certificate of
Designation"). The Certificate of Designation designated 1,000,000 shares as
"Class A Non-Voting, Convertible Preferred Stock" (the "Preferred Stock"). The
holder of shares of the Preferred Stock will be entitled to all dividends
declared by the board of directors at a rate per share 100 times that paid per
share of common stock, and will be entitled to convert each share of Preferred
Stock for 100 shares of common stock (subject to adjustment upon the occurrence
of certain events as specified in the Certificate of Designation), but only to
the extent that the aggregate number of shares of common stock held by the
holder (and any other person with whom the holder must aggregate shares for
purposes of Commission Rule 144) is less than 5% of our Company's outstanding
common stock so that the holder will not be deemed to have "control" within the
meaning of Commission Rule 405. The Certificate of Designation further provides:
(1) for liquidation rights that treat one share of Preferred Stock as if it were
100 shares of common stock in the event of the liquidation, dissolution or
winding up of our Company; (2) that the Preferred Stock will have no voting
rights; and (3) that no holder of Preferred Stock may serve as an officer or
director of our Company, or serve in any capacity with our Company that would
render such person a "control person" within the meaning of the Securities Act
or the Exchange Act. On April 17, 2003, the Certificate of Designation was
amended to designate a total of 2,000,000 shares of Preferred Stock.


                                       10
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2005
                                   (UNAUDITED)

(B) Options and Warrants

The Company issued 45,000 warrants at an exercise price of $0.30 per share to
debenture holders during the three months ended March 31, 2005. The fair market
value of the warrants was estimated on the grant date using the Black-Scholes
option pricing model as required under SFAS 123 with the following weighted
average assumptions: expected dividend yield 0% volatility 260% risk-free
interest rate of 2.5% and expected warrant life of two years. The value of $ 172
was recorded as additional paid in capital and as a discount on the convertible
debentures. The remaining discount is being amortized over the life of the
debentures. As of March 31, 2005, there are 125,000 warrants outstanding to the
convertible debenture holders and 60,000 outstanding to the placement agent.

(C) Stock Issued for Services

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

In February 2005, the Company issued 638,891 shares of common stock pursuant to
an agreement with a financial services firm, whereby the financial services firm
is entitled to common stock equal to 4.99% of the fully diluted common stock
outstanding upon assisting the Company is raising $500,000. The fair value of
$63,989 was recorded as a discount on the convertible debentures.

In February 2005, the Company issued 450,000 shares of common stock for
financial printing services. These services were valued at $45,000 and will be
amortized over the term of the agreement of one year. As of March 31, 2005, the
Company has recorded an expense of $11,250 and deferred consulting expense of $
33,750.

In February 2005, the Company issued a total of 1,297,450 shares of common stock
to directors for meeting fees. The services were valued at $129,745.

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

NOTE 10 GOING CONCERN

As reflected in the accompanying financial statements, the Company has a
stockholders' deficit of $982,332 and a working capital deficiency of
$1,007,163. These factors raise substantial doubt about its ability to continue
as a going concern. The ability of the Company to continue as a going concern is
dependent on the Company's ability to further implement its business plan, raise
capital and generate additional revenues. The financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

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

NOTE 11 SUBSEQUENT EVENTS

On May 19, 2005, the Company signed an agreement with Solutions technology
International, Inc. ("STI"), a Delaware corporation, pursuant to which the
Company will issue shares equal to 90% of the 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 accounted for accounting purposes as a
reverse merger by the accounting acquirer (STI).


                                       11
<PAGE>

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

Introduction - Forward Looking Statements

      In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), Networth Technologies, Inc.
and its subsidiaries, (collectively, the "Company") is hereby providing
cautionary statements identifying important factors that could cause the
Company's actual results to differ materially from those projected in
forward-looking statements made herein. Any statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives, assumptions of
future events or performance are not statements of historical facts and may be
forward-looking. These forward-looking statements are based largely on the
Company's expectations and are subject to a number of risks and uncertainties,
including but not limited to, economic, competitive, regulatory, growth
strategies, available financing and other factors discussed elsewhere in this
report and in documents filed by the Company with the Securities and Exchange
Commission ("SEC"). Many of these factors are beyond the Company's control.
Actual results could differ materially from the forward-looking statements made.
In light of these risks and uncertainties, there can be no assurance that the
results anticipated in the forward-looking information contained in this report
will, in fact, occur.

      Any forward-looking statement speaks only as of the date on which such
statement is made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time and it is not
possible for management to predict all of such factors, nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.

Business Development

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

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

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


                                       12
<PAGE>

      On May 19, 2005, the Company signed a merger agreement with Solutions
Technology International, Inc. a Delaware corporation, pursuant to which the
Company will issue 90% of its outstanding shares to Solutions Technology
International, Inc. at the date of the merger in return for 100% of the
outstanding shares of Solutions Technology International, Inc. As a result of
the agreement, the transaction will be accounted for accounting purposes as a
reverse merger by the accounting acquirer which is Solutions Technology
International Inc.

Going Concern

      As reflected in the accompanying unaudited consolidated financial
statements, the Company has a net loss of $640,341, and net cash used in
operations of $193,786 for the three months ended March 31, 2005. In addition
the Company has an accumulated deficit of $1,556,494 a working capital
deficiency of $1,007,163 and a stockholders' deficiency of $982,332 at March 31,
2005.

      Management recognizes that the Company must generate additional resources
to enable it to continue operations. Management is planning to obtain additional
capital principally through the sale of its equity securities. The Company is
currently seeking an acquisition target. The realization of assets and
satisfaction of liabilities in the normal course of business is dependent upon
the Company obtaining additional equity capital and ultimately obtaining
profitable operations. However, no assurances can be given that the Company will
be successful in these activities. Should any of these events not occur, the
accompanying consolidated financial statements would be materially affected. The
unaudited consolidated financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.

Critical Accounting Policies

      Reclassifications

      Certain prior period amounts have been reclassified for comparability.

      Cash Equivalents

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

      Use of Estimates

      In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reported period. Actual results could differ
from those estimates.

      Income Taxes

      The corporation is subject to corporate income tax under the standard
I.R.S. Code. As there have been losses in the past and this quarter is a loss,
no provision for income tax has been included in the accompanying financial
statements.

For The Three Months Ended March 31, 2005, Compared To The Three Months Ended
March 31, 2004

      Revenues

      For the three months ended March 31, 2005 as compared to the fiscal year
ended March 31, 2004, revenue decreased from $210,546 to $199,834. This decrease
of $10,712 was due to a decrease in goods sold by the Company. We have moved
toward providing more services over products in this quarter.


                                       13
<PAGE>

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

      Cost Of Goods Sold

      Cost of goods sold for the three months ended March 31, 2005 decreased
from $75,065 at March 31, 2004 to $65,370 at March 31, 2005. This decrease was
due primarily to the decrease in systems and software sales.

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

      Gross Profit

      Gross profit for the three months ended March 31, 2005 decreased over the
prior three months ended March 31, 2004. This decrease of $1,017 is due to the
decrease in sales. Management believes future sales increases will depend
primarily on our ability to identify customers for our products and services.
However we cannot give any assurance that Networth will be able to identify new
customers for our products and services sufficient to significantly increase
sales.

      Operating Expenses

      Operating expenses were $600,958 for the three months ended March 31, 2005
as compared to $165,821 for the three months ended March 31, 2004 which means
that our expenses for the three months ended March 31, 2005 increased by
$435,137. The primary factors that contributed to this $435,137 increase in
operating expenses over the prior year are:

      (i) Compensation expenses of $129,745 which increased by $52,903 due to
the addition of personnel in NetWorth Technology, as well as the associated
payroll taxes;

      (ii) General and administrative expenses associated with an increase in
personnel resulting in $352,713

      (iii) Litigation expenses for legal matters involving the Company of
$90,000.

      The majority of other income and expenses consisted of interest expense.
This increase was primarily due to the increase in our notes payable and the
amortization of notes payable discount.

      Net Loss

      We had a net loss of $640,341 for the three months ended March 31, 2005,
which was an increase in our net loss when compared to our net loss for the
three months ended March 31, 2004 of $34,858. The increase in net loss was due
to the higher operating costs noted above.

Liquidity And Capital Resources

      As of March 31, 2005 the Company has approximately $8,700 in cash and cash
equivalents. This amount of available cash is not sufficient to satisfy the
Company's need for working capital for the short term.

      Cash used in operating activities during the three months ended March 31,
2005 was $193,786 compared to $(13,579) for the same period a year earlier. The
cash used in operating activities was mainly a result of the Company's net loss.


                                       14
<PAGE>

      Cash used in financing activities was $192,888 for the three months ended
March 31, 2005, compared to $5,951 in for the same period in 2004. The increase
in cash used in investing activities was attributable to the fact that the
Company had raised cash from the sale of its equity.

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

      In February 2005, the Company issued 450,000 shares of common stock for
financial printing services. These services were valued at $45,000 and will be
amortized over the term of the agreement of one year. As of March 31, 2005, the
Company has recorded an expense of $11,250 and deferred consulting expense of $
33,750.

      In February 2005, the Company issued a total of 1,297,450 shares of common
stock to directors for meeting fees. The services were valued at $129,745.

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

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

      On May 19, 2005, the Company signed a merger agreement with Solutions
Technology International, Inc. a Delaware corporation, pursuant to which the
Company will issue 90% of its outstanding shares to Solutions Technology
International, Inc. at the date of the merger in return for 100% of the
outstanding shares of Solutions Technology International, Inc. As a result of
the agreement, the transaction will be accounted for accounting purposes as a
reverse merger by the accounting acquirer which is Solutions Technology
International Inc.

      In November and December 2004 the Company issued a total of $400,000 of
debentures that are convertible into shares of common stock at a price equal to
either (a) an amount equal to one hundred twenty percent (120%) of the closing
bid price of the common stock as of the closing date or (b) an amount equal to
eighty percent (80%) of the lowest volume weighted average price of the common
stock for the thirty trading days immediately preceding the conversion date. The
convertible debentures mature in August 2005 and have full registration rights.
The convertible debentures are secured by all of our assets. As of December 31,
2004 we had received net proceeds of $295,333. We recorded Deferred Financing
costs of $93,010 associated with the issuance of the debenture. The Deferred
financing costs are being amortized over the term of the convertible debentures.
We recorded amortization expense of $12,574 for the year ended December 31,
2004. The beneficial conversion feature of the convertible debenture resulted in
the Company recording a deferred charge of $80,702. These costs are being
amortized over the term of the convertible debenture. For the year ended
December 31, 2004 we recorded amortization of $10,910.

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

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


                                       15
<PAGE>

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

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

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

      In November and December 2004 the Company issued a total of $400,000 of
debentures that are convertible into shares of common stock at a price equal to
either (a) an amount equal to one hundred twenty percent (120%) of the closing
bid price of the common stock as of the closing date or (b) an amount equal to
eighty percent (80%) of the lowest volume weighted average price of the common
stock for the thirty trading days immediately preceding the conversion date. The
convertible debentures mature in August 2005 and have full registration rights.
The convertible debentures are secured by all of the Company's assets. As of
December 31, 2004 the Company had received net proceeds of $295,333. The Company
recorded Deferred Financing costs of $93,010 associated with the issuance of the
debenture. The Deferred financing costs are being amortized over the term of the
convertible debentures. The Company recorded amortization expense of $12,574 for
the year ended December 31, 2004. The beneficial conversion feature of the
convertible debenture resulted in the Company recording a deferred charge of
$80,702. These costs are being amortized over the term of the convertible
debenture. For the year ended December 31, 2004 the Company recorded
amortization of $10,910.

New Accounting Pronouncements

      A variety of proposed or otherwise potential accounting standards are
currently under study by standard-setting organizations and various regulatory
agencies. Because of the tentative and preliminary nature of these proposed
standards, management has not determined whether implementation of such proposed
standards would be material to the Company's consolidated financial statements.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation Of Disclosure Controls And Procedures

      NetWorth Technologies' Chief Executive Officer, after evaluating the
effectiveness of NetWorth Technologies' disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended) as of the end of the period covered by this report, has
concluded that as of such date, NetWorth Technologies' disclosure controls and
procedures were adequate and effective to ensure that material information
relating to NetWorth Technologies that is required to be disclosed by NetWorth
Technologies in reports that NetWorth Technologies files or submits under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in SEC rules and accumulated and
communicated to NetWorth Technologies' management, including NetWorth
Technologies' Chief Executive Officer, to allow timely decisions regarding
required disclosure.

Changes In Internal Controls Over Financial Reporting

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


                                       16
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      1. Sachs Sax Klein v. NetWorth Technologies, Inc. (Palm Beach County,
Florida, filed March 28, 2005). The amount in controversy is $8,539.80,
representing the balance owed to Plaintiff for legal services performed by
Plaintiff. The Plaintiff has expressed interest in a settlement based on
issuances of the Company's common stock.

      2. Match Point, Inc. v. Networth Systems, Inc., Case No. 003400 (Circuit
Court of the 15th Judicial Circuit, Palm Beach County, Florida filed April 12,
2005). The claims are based on breach of contract and unjust enrichment and the
Plaintiff has claimed damages of $150,000. The defendant is a subsidiary of the
Company, but the Company has not been joined as a party to the proceedings.

ITEM 2. CHANGES IN SECURITIES

      In February 2005, the Company issued 450,000 shares of common stock for
financial printing services. These services were valued at $45,000 and will be
amortized over the term of the agreement of one year. As of March 31, 2005, the
Company has recorded an expense of $11,250 and deferred consulting expense of $
33,750.

      In February 2005, the Company issued a total of 1,297,450 shares of common
stock to directors for meeting fees. The services were valued at $129,745.

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

      On May 19, 2005, the Company signed a merger agreement with Solutions
Technology International, Inc. a Delaware corporation, pursuant to which the
Company will issue 90% of its outstanding shares to Solutions Technology
International, Inc. at the date of the merger in return for 100% of the
outstanding shares of Solutions Technology International, Inc. As a result of
the agreement, the transaction will be accounted for accounting purposes as a
reverse merger by the accounting acquirer which is Solutions Technology
International Inc.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

      None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

ITEM 5. OTHER INFORMATION

      None.


                                       17
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Exhibit No.       Description                                        Location
-------------------------------------------------------------------------------------------------------------------------
<S>               <C>                                                <C>
3.1               Articles of Amendment to the Articles of           Incorporated by reference to the Company's
                  Incorporation                                      Form 10-QSB filed on February 23, 1996

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

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

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

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

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

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

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

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

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

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


                                       18
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                       19
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Exhibit No.       Description                                        Location
-------------------------------------------------------------------------------------------------------------------------
<S>               <C>                                                <C>
10.16             Employment Agreement between Edward D. Dmytryk     Filed as an exhibit to our Company's Report on Form
                  and our Company dated July 19, 2001                10-KSB for the fiscal year ended September 30, 1999,
                                                                     bearing the exhibit designation number shown above,
                                                                     incorporated by reference herein as permitted by
                                                                     Commission Rule 12b-23

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

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

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

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

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

10.22             Agreement and Plan of Merger Among Networth        Provided herewith
                  Technologies, Inc., STI Acquisition Coro and
                  Solution Technology International, Inc.

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

31.1              Certification by Chief Executive Officer           Provided herewith
                  pursuant to 15 U.S.C. Section 7241, as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002

31.2              Certification by Chief Financial Officer           Provided herewith
                  pursuant to 15 U.S.C. Section 7241, as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002
</TABLE>


                                       20
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Exhibit No.       Description                                        Location
-------------------------------------------------------------------------------------------------------------------------
<S>               <C>                                                <C>
32.1              Certification by Chief Executive Officer and       Provided herewith
                  Chief Financial Officer pursuant to 18 U.S.C.
                  Section 1350, as adopted pursuant to Section 906
                  of the Sarbanes-Oxley Act of 2002
</TABLE>

      (b) Reports on Form 8-K:

      None.


                                       21
<PAGE>

                                   SIGNATURES

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

Date: June 6, 2005                      NETWORTH TECHNOLOGIES, INC.

                                        By: /s/ Anthony Joffe
                                            ------------------------------------
                                            Anthony Joffe,
                                            Chief Executive Officer and
                                            Principal Accounting Officer


                                       22