UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB/A

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

                  For the Quarterly Period ended March 31, 2006

                         Commission File Number 0-27842

                           NETWORTH TECHNOLOGIES, INC.
                           ---------------------------
               (Exact name of registrant as specified in charter)

                   DELAWARE                         54-1778587
                   --------                         ----------
         (State or other jurisdiction of         (I.R.S. Employer
         incorporation or organization)         Identification No.)

    101 SW 11th Avenue, Boca Raton, Florida            33486
    ---------------------------------------            -----
    (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code (561) 392-6010

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 May 12, 2006, the Company had
outstanding 340,317,100 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                                                 F-1
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                 F-4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALSYSIS OR PLAN OF OPERATIONS           1
ITEM 3  CONTROLS AND PROCEDURES                                               3

PART II

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


<PAGE>

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet as of March 31, 2006 (unaudited)        F-1

Condensed Consolidated Statements of Operations for the Three Months         F-2
  Ended March 31, 2006 and 2005 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Three months         F-3
  Ended March 31, 2006 and 2005 (unaudited)

Notes to Condensed Consolidated Financial Statements                         F-4


<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

Item 1. Financial Statements

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                           MARCH 31, 2006 (UNAUDITED)

<TABLE>
<S>                                                                    <C>
                                     ASSETS

Current Assets:
  Cash and cash equivalents                                            $         --
                                                                       ------------

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

Fixed Assets, Net of Depreciation                                            10,678
                                                                       ------------

Other Assets:
  Intangible assets, net                                                    456,583
  Security deposits                                                           7,065
                                                                       ------------

    Total Other Assets                                                      463,648
                                                                       ------------

TOTAL ASSETS                                                           $    474,326
                                                                       ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES
Current Liabilities:
  Current portion of notes payable                                     $  1,100,000
  Bank overdraft                                                              4,136
  Notes payable - bank                                                      216,500
  Notes payable - related parties                                           544,311
  Convertible debentures                                                  1,376,115
  Derivative liability                                                      547,683
  Current portion of obligations under capital lease                            528
  Liability for stock to be issued                                        3,272,721
  Accrued compensation                                                      790,302
  Accounts payable and accrued expenses                                   1,157,087
                                                                       ------------

      Total Current Liabilities                                           9,009,383
                                                                       ------------

Long-term Liabilities:
  Notes payable, net of current portion                                     300,000
                                                                       ------------

      Total Long-term Liabilities                                           300,000
                                                                       ------------

      Total Liabilities                                                   9,309,383
                                                                       ------------

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 0 shares issued and outstanding                               --
  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                                             12,886,426
  Accumulated deficit                                                   (25,105,857)
                                                                       ------------
                                                                         (8,816,260)
  Treasury stock, 187,971 shares, at cost                                   (18,797)
                                                                       ------------
      Total Stockholders' Deficit                                        (8,835,057)
                                                                       ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                            $    474,326
                                                                       ============
</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 THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

                                                    2006             2005
                                               -------------    -------------

OPERATING REVENUES
  Sales                                        $          --    $          --
                                               -------------    -------------

COST OF SALES
   Amortization of intangible assets                  24,031           24,031
                                               -------------    -------------
       Total Cost of Sales                            24,031           24,031
                                               -------------    -------------

GROSS (LOSS)                                         (24,031)         (24,031)
                                               -------------    -------------

OPERATING EXPENSES
   Compensation expense                                   --          122,723
   Professional and consulting fees                   44,055            5,934
   Rent expense                                       37,415           22,874
   Other general and administrative expenses          39,568           22,875
   Depreciation                                        2,905            3,030
                                               -------------    -------------
       Total Operating Expenses                      123,943          177,436
                                               -------------    -------------

LOSS BEFORE OTHER INCOME (EXPENSE)                  (147,974)        (201,467)

OTHER INCOME (EXPENSE)
   Other income (expense)                                 --          (20,811)
   Interest expense                                  (74,813)         (18,120)
                                               -------------    -------------
       Total Other Income (Expense)                  (74,813)         (38,931)
                                               -------------    -------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES          (222,787)        (240,398)
Provision for Income Taxes                                --               --
                                               -------------    -------------

NET LOSS APPLICABLE TO COMMON SHARES           $    (222,787)   $    (240,398)
                                               =============    =============

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

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                           333,857,160      151,569,654
                                               =============    =============

               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 THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

                                                            2006         2005
                                                         ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                              $(222,787)   $(240,398)
                                                         ---------    ---------

   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                          26,936       27,061
     Amortization of debt extinguishment                        --       20,812

  Changes in assets and liabilities
     (Increase) in prepaid expenses and other assets            --       (7,625)
     Increase (decrease) in accrued compensation           (10,775)     133,354
     Increase (decrease) in accounts payable and
       and accrued expenses                                169,605       28,500
                                                         ---------    ---------
     Total adjustments                                     185,766      202,102
                                                         ---------    ---------

     Net cash (used in) operating activities               (37,021)     (38,296)
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITES
    Proceeds from the issuance of common stock                  --       40,000
    Proceeds from note payable - bank                           --           --
    Increase in bank overdraft                               3,714           --
    Payments of notes payable                                   --           --
    Proceeds from notes payable - related parties, net      34,525       49,329
    Proceeds from convertible debentures                        --           --
    Payments of obligations under capital lease             (1,218)        (780)
                                                         ---------    ---------

       Net cash provided by financing activities            37,021       88,549
                                                         ---------    ---------

NET INCREASE IN
    CASH AND CASH EQUIVALENTS                                   --       50,253

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

CASH AND CASH EQUIVALENTS - END OF PERIOD                $      --    $  50,705
                                                         =========    =========

CASH PAID DURING THE PERIOD FOR:
    Interest expense                                     $  54,916    $  18,120
                                                         =========    =========

               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
                             MARCH 31, 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, 2005audited 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. After June 20, 2005 STI discovered that Networth's
charter only authorized 65,000,000 rather than 650,000,000 shares of common
stock that its Board of Directors believed it had. Networth had authorized a 1
for 10 reverse stock split that was effective December 1, 2004 that its board of
directors believed, incorrectly, applied only to its outstanding common stock
and not its authorized shares of common stock as well. STI was able to void the
unauthorized 1 for 10 reverse split by filing a series of certificates of
correction to Networth's certificate of incorporation in November 2005.
Accordingly, following the Schedule 14C becoming effective, Networth will be
able to issue the remaining shares of common stock to the former STI
stockholders under the terms of the merger agreement between STI and Networth. A
liability for stock to be issued is reflected on the balance sheet for Networth
in the amount of $3,272,721.

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


                                      F-4
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 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 $225,281 and $240,398 for the three months ended March
      31, 2006 and 2005, respectively, and has a working capital deficiency of
      $9,011,877 as of March 31, 2006. The Company is overdue on their debt
      obligations, and has generated very little revenue. There is no guarantee
      that the Company will be able to raise enough capital or generate revenues
      to sustain its operations. These conditions raise substantial doubt about
      the Company's ability to continue as a going concern for a reasonable
      period.

      Management believes that the Company's capital requirements will depend on
      many factors including the success of the Company's stock 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 which
      the Company has received a term sheet, to enable the Company to expand and
      carry out its business plan. The Company's ability to continue as a going
      concern for a reasonable period is dependent upon management's ability to
      raise additional interim capital and, ultimately, achieve profitable
      operations. There can be no assurance that management will be able to
      raise sufficient capital, under terms satisfactory to the Company, if at
      all.

      The 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)
                             MARCH 31, 2006 AND 2005

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Use of Estimates
      ----------------

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

      Cash and Cash Equivalents
      -------------------------

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

      Intangible Assets
      -----------------

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

      Costs incurred in creating products are charged to expense when incurred
      as research and development until technological feasibility is established
      upon completion of a working model. Thereafter, all software production
      costs are capitalized and carried at cost. Capitalized costs are amortized
      based on straight-line amortization over the remaining estimated economic
      life of the product - ten years. Amortization included in cost of sales is
      $24,031 and $24,031 for the three months ended March 31, 2006 and 2005,
      respectively.

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

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


                                      F-6
<PAGE>

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

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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 March 31, 2006
                                                     Gross
                                                    Carrying    Accumulated
                                                     Amount     Amortization      Net
                                                    ---------   ------------   ---------
<S>                                                 <C>         <C>            <C>
Amortized Intangible Assets:

      Software and related technology               $ 961,229   $    504,646   $ 456,583
                                                    =========   ============   =========

Amortization Expense:

      For the three months ended March 31, 2006                 $     24,031
      For the three months ended March 31, 2005                       24,031

Estimated Amortization Expense:

      For the nine months ended December 31, 2006               $     72,091
      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                                             $    456,583
                                                                ============
</TABLE>


                                      F-7
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Revenue Recognition
      -------------------

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

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

      Income Taxes
      ------------

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

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

      The carrying amounts reported in the 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)
                             MARCH 31, 2006 AND 2005

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Convertible Instruments
      -----------------------

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

      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 400,070,711 shares of the
      Company's common stock as of March 31, 2006 and are carried at fair value.
      The embedded conversion feature amounted to $547,683 at March 31, 2006 and
      the Company recognized a fair value adjustment during the three months
      ended March 31, 2006 of $48,798.

      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 three months ended March 31, 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)
                             MARCH 31, 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)
                             MARCH 31, 2006 AND 2005

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      (Loss) Per Share of Common Stock (Continued)
      --------------------------------------------

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

                                         March 31,        March 31,
                                            2006             2005
                                       -------------    -------------

      Net loss                         $    (222,787)   $    (240,398)
                                       -------------    -------------

      Weighted-average common shares
      Outstanding (Basic)                333,857,160      151,569,654

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

      Weighted-average common shares
      Outstanding (Diluted)              333,857,160      151,569,654
                                       =============    =============

      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)
                             MARCH 31, 2006 AND 2005

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Recent Accounting Pronouncements
      --------------------------------

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

      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.


                                      F-12
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 3- FIXED ASSETS

      Fixed assets as of March 31, 2006 were as follows:

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

      Furniture and fixtures               7       $ 23,268
      Machinery and equipment             3-7        80,016
      Leasehold improvements               6         11,870
      Vehicles                             5         26,908

                                                    142,062
      Less: accumulated depreciation                131,384
      Property and equipment, net                  $ 10,678


      Included in machinery and equipment is $11,298 in equipment held under
      capital lease. The accumulated depreciation on this equipment as of March
      31, 2006 is $8,702. There was $2,905 and $3,030 charged to operations for
      depreciation expense for the three months ended March 31, 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 three months ended March 31, 2006 and 2005 were $4,688 and $4,688,
      respectively. The note payable balance due at March 31, 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.


                                      F-13
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 4- NOTES PAYABLE (CONTINUED)

      The Company had $650,000 outstanding at March 31, 2006. Interest expense
      for the three months ended March 31, 2006 and 2005 was $12,188 and
      $12,188, 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 March 31, 2005 all
      $20,811 had been amortized into expense.

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

      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                                       1,100,000
                                                                   ----------

      Notes payable - net of current maturities                    $  300,000
                                                                   ==========

            The approximate aggregate amount of all note payable maturities for
            the next two periods ending March 31, 2006 is as follows:

            2007         $1,100,000
            2008            300,000
                         ----------

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


                                      F-14
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 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% (10.25% at March 31, 2006).
      The balance at March 31, 2006 was $216,500. Interest for the three months
      ended March 31, 2006 and 2005 was $5,297 and $4,250, respectively.

NOTE 6- NOTES PAYABLE - RELATED PARTIES

      The Company has notes payable due to three related parties:

      Two unsecured notes payable in the aggregate amount of $50,000 to a
      director of the organization, due June 2005 or upon obtaining an equity
      line of credit whichever is earlier, with interest payable at 8%. Interest
      expense for the three months ended March 31, 2006 and 2005 was $1,000 and
      $0, respectively. As of March 2006, the Company provides the director an
      update on the status of the repayment of the note. The Company recorded
      the issuance of 4,000,000 warrants in connection with these notes at
      $8,000 and that amount is included in 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 March 31,
      2006 is $50,310. Interest expense for the three months ended March 31,
      2006 and 2005 was $816 and $651, respectively. As of March 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 March 31, 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 three
      months ended March 31, 2006 and 2005 was $250 and $42, 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 three
      months ended March 31, 2006 and 2005 was $500 and $57, respectively.

      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 three
      months ended March 31, 2006 was $63.


                                      F-15
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 6- NOTES PAYABLE - RELATED PARTIES (CONTINUED)

      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 three months ended
      March 31, 2006 was $3,981.

      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 three months ended
      March 31, 2006 was $2,500.

      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 three months ended
      March 31, 2006 was $146.

NOTE 7- CONVERTIBLE DEBENTURES

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

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


                                      F-16
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 7- CONVERTIBLE DEBENTURES (CONTINUED)

      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 an approved by the NASD or (ii) an
      amount equal to 80% of the lowest closing bid price of the Company's
      common stock as quoted by Bloomberg, LP for the five trading days
      immediately preceding the conversion date. The Company has the right to
      redeem a portion of all the outstanding principal at a price of 120% of
      the amount redeemed plus accrued interest. If the Company exercises its
      right of redemption it must issue a warrant to Cornell Capital to purchase
      50,000 shares of the Company's common stock for every $100,000 redeemed.
      The Company must register any shares of its common stock received by
      Cornell Capital through conversion or under the warrant should the Company
      exercise its right of redemption.

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

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


                                      F-17
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 7- CONVERTIBLE DEBENTURES (CONTINUED)

      Interest expense on the convertible debentures was $29,135 and $12,000 for
      the three months ended March 31, 2006 and 2005, respectively. Accrued
      interest at March 31, 2006 is $85,487. $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. See Subsequent Events (Note 12).

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 March 31, 2006, are as
      follows:

                  2006                         $ 913
      ----------------------------------------------
      Less: amounts representing interest       (385)
      Less: current portion                     (528)
                                               -----
                  Long-term portion            $  --
                                               =====


      Operating Lease
      ---------------

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

      Rent expense for the three months ended March 31, 2006 and 2005 was
      $37,415 and $22,874, respectively.


                                      F-18
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 9- STOCKHOLDERS' DEFICIT

      Preferred Stock

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

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

      The Company at March 31, 2006 has no Class A Preferred Shares issued and
      outstanding. The Company converted 1,530,000 preferred shares in February
      2006 to common shares.


                                      F-19
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 9- STOCKHOLDERS' DEFICIT (CONTINUED)

      Common Stock
      ------------

      As of March 31, 2005, 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 three months ended March 31, 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 1,530,000 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-20
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 9- STOCKHOLDERS' DEFICIT (CONTINUED)

                     Stock Options and Warrants (Continued)

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            March 31,
                                                       2006           2005
                                                   -----------    -----------
      <S>                                          <C>            <C>
      Net loss:
        As reported                                  ($222,787)     ($240,398)

        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                                    ($222,787)     ($240,398)
      Net loss per share:
        As reported:
          Basic                                     ( $0.00)           ($0.00)
          Diluted                                       ($0.00)        ($0.00)
        Pro forma:
          Basic                                         ($0.00)        ($0.00)
          Diluted                                       ($0.00)        ($0.00)
</TABLE>


      There were no options or warrants issued for the three months ended March
      31, 2006 and 2005, respectively. On April 4, 2006, the Company issued 639
      834 warrants to Cornell Capital Partners, L.P. (see Note 12).

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 March 31, 2006, deferred tax assets consist of the following:


                                      F-21
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 10- PROVISION FOR INCOME TAXES (CONTINUED)

      Net operating losses                 $8,535,991
      Amortization of intangible assets       (24,031)
                                          -----------

                                            8,511,960

      Valuation allowance                  (8,511,960)
                                          -----------

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

      At March 31, 2006, the Company had a net operating loss carryforward in
      the approximate amount of $25,105,857, 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 three months ended
      March 31, 2006 and 2005 is summarized as follows:

                                 ----------------
                                 2006        2005
                                 ----        ----

      Federal statutory rate     (34.0)%     (34.0)%
      State income taxes          3.3         3.3
      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.

NOTE 12- SUBSEQUENT EVENTS

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


                                      F-22
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 12- SUBSEQUENT EVENTS (CONTINUED)

      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.

      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 days 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.


                                      F-23
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 12- SUBSEQUENT EVENTS (CONTINUED)

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

      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.


                                      F-24
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 12- SUBSEQUENT EVENTS (CONTINUED)

      AMENDED AND RESTATED INVESTOR REGISTRATION RIGHTS AGREEMENT. On April 4,
      2006 the Comapny 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).

      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 Comapny
      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 Comapny 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.


                                      F-25
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 12- SUBSEQUENT EVENTS (CONTINUED)

      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.

      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 excise of
      the warrant have piggyback and demand registration rights set forth in the
      registration rights agreement described above.

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


                                      F-26
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2006 AND 2005

NOTE 12- SUBSEQUENT EVENTS (CONTINUED)

      SECOND AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENT. STI entered
      into a second amended and restated subsidiary security agreement dated
      April 4, 2006. The material terms of the second amended and restated
      subsidiary security agreement are the same as the security agreement that
      the Company executed with Cornell Capital described above.

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

      AMENDED AND RESTATED SECURED CONVERTIBLE DEBENTURE. The Company entered
      into amended and restated secured convertible debenture with Montgomery in
      the amount of $256,754 due April 4, 2008. This debenture has similar
      redemption, conversion and remedies upon an event of default as the second
      amended and restated secured convertible debenture described above.

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


                                      F-27
<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.

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.


                                       1
<PAGE>

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.

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.

THREE MONTHS ENDED MARCH 31, 2006 AND MARCH 31, 2005

Operating expense for 2006 was $123,943 compared to $177,436 for 2005. The
decrease in cost of revenue is primarily attributable to a decrease in
compensation expense since the Company terminated a number of employees.

Other income (expense) was $(74,813) for 2006 compared to $(38,931) for 2005.
The increase in interest expense in 2006 was a result of related party loans and
debentures and an increase in the interest rate on the debentures.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2006, the Company had a net working capital deficit of $9,009,383.
The working capital deficit was mainly due to liability associated with the
common stock to be issued to the former shareholders of STI under the terms of
the merger agreement between STI and Networth in the amount of $3,272,721, the
convertible debentures the Company has of $1,376,115, other notes payable of
$1,100,000 and accounts payable and accrued expenses of $1,157,087 which
includes deferred compensation of $870,625. The Company believes that a majority
of these liabilities can be either converted to equity securities or paid with
future financings from Cornell Capital or other equity investors.

The Company used $37,021 in operating activities in 2006 mostly due to the
operating loss of $147,974 for the three months ended March 31, 2006, compared
to using $38,296 in 2005 and a net loss of $240,398 for the three months ended
March 31, 2005. Changes in operating assets and liabilities were fairly
consistent period to period. The main variance from the two periods was the
decrease in compensation expense as a result of having fewer employees to
conserve cash until sales through its existing employees allows it to increase
the number of its employees.

The Company had net cash provided by financing activities of $37,021in 2006
compared to $88,549 in 2005. This decrease was attributable to fewer borrowings
in 2006.

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. The Company has suffered recurring losses from
operations and at March 31, 2006 had working capital deficits as noted above.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.


                                       2
<PAGE>

The Company and their legal counsel are in process of updating their capital
structure to enable them to sufficiently account for the potential dilutable
common shares based on all of the agreements entered into. The Company
anticipates that these capital changes will occur within the fourth quarter of
their fiscal year.

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.


                                       3
<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. An
answer by defendants is due June 5, 2006. Mr. Jonson is President of our
wholly-owned subsidiary, STI. The Company believes that plaintiff's claims in
this litigation are without merit and intends to vigorously defend itself. An
unfavorable ruling could result in a material adverse impact on the business or
results of operations for the period in which the ruling occurs or future
periods.

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 has sent to NetWorth
a request dated March 29, 2006 to convert $25,000 of the debenture to 27,173,913
shares of NetWorth common stock under the conversion terms of the debenture.

Item 6.  Exhibits

Exhibit No.:                Description                            Location
------------                -----------                            --------

31.1           Certification of Chief Executive Officer        Provided herewith
               Pursuant to Section 302 of the
               Sarbanes-Oxley Act

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

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

* 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.


                                       4
<PAGE>

                                       NETWORTH TECHNOLOGIES, INC.

Date: May 22, 2006                  By: /s/ Anthony Q. Joffe
                                       ------------------------------------
                                       Anthony Q. Joffe, Chief Executive
                                       Officer and Chief Financial Officer


                                       5