UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A

                                 AMENDMENT NO. 2

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

                  For the Quarterly Period ended June 30, 2005

                         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>


                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004


<PAGE>

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Condensed Consolidated Balance Sheet as of June 30, 2005 (unaudited)         F-2

Condensed Consolidated Statements of Operations for the Six Months and
   Three Months Ended June 30, 2005 and 2004 (unaudited)                     F-3

Condensed Consolidated Statements of Cash Flows for the Six Months Ended
    June 30, 2005 and 2004 (unaudited)                                       F-4

Notes to Condensed Consolidated Financial Statements                         F-5


<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                           JUNE 30, 2005 (UNAUDITED)


                         ASSETS

                                                                      Restated
                                                                      --------
Current Assets:
  Cash and cash equivalents                                         $    45,499
  Prepaid expenses and other current assets                               7,625
                                                                   -------------
    Total Current Assets                                                 53,124
                                                                   -------------
  Fixed assets, net of depreciation                                      22,617
                                                                   -------------
Other Assets:
  Intangible assets, net                                                528,676
  Security deposits                                                       7,065
                                                                   -------------
    Total Other Assets                                                  535,741
                                                                   -------------
TOTAL ASSETS                                                        $   611,482
                                                                   =============

        LIABILITIES AND STOCKHOLDERS' (DEFICIT)

LIABILITIES
Current Liabilities:
  Current portion of notes payable                                  $   713,378
  Notes payable - bank                                                  200,000
  Notes payable - related parties                                       560,012
  Convertible debentures                                                835,260
  Derivative liability                                                1,038,799
  Current portion of obligations under capital lease                      2,637
  Liability for stock to be issued                                    3,462,603
  Accrued compensation                                                  218,153
  Accounts payable and accrued expenses                                 564,428
                                                                   -------------
      Total Current Liabilities                                       7,595,270
                                                                   -------------
Long-term Liabilities:
  Notes payable, net of current portion                                 610,000
  Obligations under capital lease, net of current maturities                250
                                                                   -------------
      Total Long-term Liabilities                                       610,250
                                                                   -------------
      Total Liabilities                                               8,205,520
                                                                   -------------

STOCKHOLDERS' (DEFICIT)
  Preferred stock, $.001 Par Value; 8,000,000 shares
    authorized and 0 shares issued and outstanding                          --
  Class A Preferred stock, $.001 Par Value; 2,000,000
    shares authorized and 1,315,831 shares issued and
    outstanding                                                           1,316
  Common stock, $.10 Par Value; 65,000,000 shares
    authorized and 20,997,616 shares issued and
    20,809,645 shares outstanding                                     2,099,762
  Treasury stock, 187,971 shares, at cost                               (18,797)
  Additional paid-in capital                                                 --
  Accumulated deficit                                                (9,676,319)
                                                                   -------------
      Total Stockholders' (Deficit)                                  (7,594,038)
                                                                   -------------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                       $   611,482
                                                                   =============


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

                                       F-2
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                CONDESNSED CONSOLIDATED STATEMENTS OF OPERATIONS
  FOR THE SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 2005 AND 2004 (UNAUDITED)


<TABLE>
<CAPTION>
                                                        SIX MONTHS                    THREE MONTHS
                                                         JUNE 30,                        JUNE 30,
                                                   2005            2004            2005            2004
                                               ------------    ------------    ------------    ------------
                                                (Restated)      (Restated)      (Restated)      (Restated)
<S>                                            <C>             <C>             <C>             <C>
OPERATING REVENUES
  Sales                                        $       --      $      6,900    $       --      $      6,900
                                               ------------    ------------    ------------    ------------

COST OF SALES
   Development costs                                  8,000           4,313           8,000           4,313
   Amortization of intangible assets                 48,061          48,061          24,030          24,030
                                               ------------    ------------    ------------    ------------
       Total Cost of Sales                           56,061          52,374          32,030          28,343
                                               ------------    ------------    ------------    ------------

GROSS (LOSS)                                        (56,061)        (45,474)        (32,030)        (21,443)
                                               ------------    ------------    ------------    ------------

OPERATING EXPENSES
   Compensation expense                             271,043         199,868         148,320         107,868
   Professional and consulting fees                 472,434         252,111         466,500         233,077
   Financing and commitment fees                     20,000          60,000          20,000          60,000
   Rent expense                                      45,749          45,704          22,875          22,187
   Other general and administrative expenses         51,155          60,415          28,280          27,430
   Depreciation and amortization                      9,033          14,220           6,003          10,841
                                               ------------    ------------    ------------    ------------
       Total Operating Expenses                     869,414         632,318         691,978         461,403
                                               ------------    ------------    ------------    ------------

LOSS BEFORE OTHER INCOME (EXPENSE)                 (925,475)       (677,792)       (724,008)       (482,846)

OTHER INCOME (EXPENSE)
   Other income (expense)                           (41,623)       (120,000)        (20,812)       (120,000)
   Interest income                                        2              27               2               4
   Interest expense                                (171,968)        (60,507)       (153,848)        (33,269)
                                               ------------    ------------    ------------    ------------
       Total Other Income (Expense)                (213,589)       (180,480)       (174,658)       (153,265)
                                               ------------    ------------    ------------    ------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES       (1,139,064)       (858,272)       (898,666)       (636,111)
Provision for Income Taxes                             --              --              --              --
                                               ------------    ------------    ------------    ------------

NET LOSS APPLICABLE TO COMMON SHARES           $ (1,139,064)   $   (858,272)   $   (898,666)   $   (636,111)
                                               ============    ============    ============    ============

NET LOSS PER BASIC AND DILUTED SHARES          $      (0.07)   $      (0.11)   $      (0.05)   $      (0.08)
                                               ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                           16,449,116       7,500,000      17,727,067       7,500,000
                                               ============    ============    ============    ============
</TABLE>

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

                                       F-3
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            2005           2004
                                                                        -----------    -----------
                                                                         (Restated)     (Restated)
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                             $(1,139,064)   $  (858,272)
                                                                        -----------    -----------

   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                                           57,094         62,281
     Loss from derivative liability on convertible debenture                 99,059             --
     Common stock issued for consulting services                            376,500        150,000
     Amortization of debt extinguishment                                     41,623

  Changes in assets and liabilities
     Decrease in accounts receivable                                             --          4,155
     (Increase) in prepaid expenses and other assets                         (7,625)        (7,396)
     Increase in accrued compensation                                       159,584        145,907
     Increase (decrease) in accounts payable and
       and accrued expenses                                                 118,309         92,818
                                                                        -----------    -----------
     Total adjustments                                                      844,544        447,765
                                                                        -----------    -----------
     Net cash (used in) operating activities                               (294,520)      (410,507)
                                                                        -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITES
    Proceeds from the issuance of common stock                               40,000             --
    Proceeds from note payable - bank                                            --         75,000
    Proceeds from note payable, net                                              --        120,000
    Proceeds from notes payable - related parties, net                      151,069        107,984
    Proceeds from convertible debentures                                    150,000        300,000
    Payments of obligations under capital lease                              (1,502)        (7,449)
                                                                        -----------    -----------
       Net cash provided by financing activities                            339,567        595,535
                                                                        -----------    -----------

NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                                45,047        185,028

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                                         452         20,884
                                                                        -----------    -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD                               $    45,499    $   205,912
                                                                        ===========    ===========
CASH PAID DURING THE YEAR FOR:
    Interest expense                                                    $    35,716    $    51,476
                                                                        ===========    ===========

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
    Common stock issued for consulting services                         $   376,500    $   150,000
                                                                        ===========    ===========
    Liability for stock to be issued                                    $ 3,462,603    $        --
                                                                        ===========    ===========
    Reclassification of deferred compensation to
      note payable - related party                                      $   150,000    $        --
                                                                        ===========    ===========
    Liabilities assumed in reverse merger
      Convertible debentures - prior owner                              $   625,000    $        --
                                                                        ===========    ===========
      Accounts payable                                                  $   150,000    $        --
                                                                        ===========    ===========
</TABLE>

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

                                       F-4
<PAGE>
                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2005 AND 2004

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, 2004 audited  financial  statements  and the
accompanying notes thereto. While management believes the procedures followed in
preparing these condensed consolidated financial statements are reasonable,  the
accuracy of the amounts are in some respects  dependent upon the facts that will
exist,  and  procedures  that will be  accomplished  by the Company later in the
year.

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


On May 19, 2005, Networth Technologies, Inc. (the "Networth"), Solution
Technology International, Inc. ("STI") and STI Acquisition Corp., entered into
an Agreement and Plan of Merger pursuant to which the Networth 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 acquired. The merger was effective June 20, 2005. At this
time, STI cancelled all of its certificates and Networth was expected to issue
approximately 173,000,000 shares of common stock to the shareholders of STI in
exchange for 100% of their stock. 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 is 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.
Of the approximate 173,000,000 shares to be issued by Networth to the former STI
shareholders, 9,494,100 shares have already been issued, and the remaining
163,505,900 are reflected at fair value as a current liability in the condensed
consolidated balance sheet as of March 31, 2006 as a liability for stock to be
issued. The amount of $3,272,721 which represents the value of these remaining
shares will be converted to common stock at par value of $1,635,059 and
additional paid in capital of $1,637,662 upon the issuance of these shares which
is anticipated to take effect upon an effective 14C being filed with the
Securities and Exchange Commission.


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

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-4
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

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. 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 or cash
equivalents.

The Company  maintains cash and cash  equivalents  with a financial  institution
that  periodically  exceed  the  limit of  insurability  under  Federal  Deposit
Insurance Corporation.

Identified Intangible Assets

Intellectual  property  assets  represent  technology and are amortized over the
periods of benefit,  ranging from two to ten years, generally on a straight-line
basis.

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.

Start-up Costs

In  accordance  with the  American  Institute of  Certified  Public  Accountants
Statement of Position 98-5, "Reporting on the Costs of Start-up Activities", the
Company  expenses  all  costs  incurred  in  connection  with the  start-up  and
organization of the Company.

Revenue Recognition

The Company  records its  transactions  under the accrual  method of  accounting
whereby  income is recognized  when the services are billed rather than when the
fees are collected, and costs and expenses are recognized in the period they are
incurred rather than when paid.

The Company is a software  product company that has developed a software package
to help insurance and reinsurance companies in their claims recovery process.


                                      F-5
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

Revenue Recognition (Continued)

In 2002, the Company  entered into an agreement with the Swiss Pool for Aviation
Insurance  ("SPL") and recorded  revenue  under this  agreement  for license and
hosting services rendered.  SPL consists of a pool of approximately 26 insurance
and  reinsurance  companies.  The  Company  determined  the amount of revenue to
recognize  for these  services  in  accordance  with SAB Topic 13.  The  Company
utilized the four criteria  established  in this  bulletin (as detailed  below).
Hosting  services are the services  the Company  provides the hosted  website 24
hours a day 7 days a week. It includes the maintenance, Internet connectivity as
well as the utility costs for the site.

Other sources of revenue such as professional services,  training,  maintenance,
and support  services 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.

The Company  accounts  for the  licensing  of software  in  accordance  with the
American Institute of Certified Public  Accountants  Statement of Position (SOP)
97-2,  "Software Revenue  Recognition." The Company  recognizes revenue when (i)
persuasive  evidence of an  arrangement  exists;  (ii)  delivery has occurred or
services have been rendered; (iii) the sales price is fixed or determinable; and
(iv) the ability to collect is  reasonably  assured.  For software  arrangements
with  multiple   elements,   revenue  is  recognized   dependent   upon  whether
vendor-specific  objective  evidence (VSOE) of fair value exists for each of the
elements.  When  VSOE  does  not  exist  for  all  the  elements  of a  software
arrangement and the only undelivered  element is post-contract  customer support
(PCS), the entire licensing fee is recognized  ratably over the contract period.
Revenue  attributable to undelivered  elements,  including technical support, is
based on the average sales price of those elements, when sold separately, and is
recognized  ratably on a straight-line  basis over the products life cycle.  PCS
revenue is  recognized  ratably  over the contract  period.  The Company has not
utilized the residual method due to the fact that the Company believes that VSOE
exists for all undelivered and delivered elements of the arrangements they enter
into.  Shipping  charges  billed to  customers  are  included in revenue and the
related shipping costs are included in cost of sales.


                                      F-6
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

Revenue Recognition (Continued)

The Company's engagement with SPL was based on a requirements study performed by
the Company in cooperation with SPL and some of its major member companies.  The
objective  was to deploy a new Internet  based  support  environment  that could
solve some well-known  industry  problems  associated with managing  reinsurance
transactions  and  for  SPL  at  the  same  time  replace  five  fragmented  and
incompatible  legacy systems  previously used by SPL for technical and financial
accounting.  SPL agreed to become the charter client for this effort and awarded
the  Company  the  opportunity  to  build  the  SurSITE  suite  of  modules  for
reinsurance in addition to a Quote Engine  providing  automated rating of tariff
business and  conditioning  by an underwriter of non-tariff  business.  Like the
reinsurance  solution,  design and  deployment  of the Quote Engine was based on
Company  specific  domain  knowledge  and  experience  in building  such complex
business software.  In contrast,  the financial  accounting module was primarily
based on requirements offered by SPL.

The overall engagement included design, development and deployment of integrated
software  modules to support the following  business  processes:  a) Reinsurance
contract  management  (ceded,  assumed and  retroceded  business);  b) Technical
accounting (ceded, assumed and retroceded business); c) Financial accounting; d)
Direct business (applying, quoting, binding, issuing, renewing and managing); e)
User Work Desks for each user  group and  business  area;  and f)  Business  and
system administrative  modules including certain utilities for data integration,
security, etc.)

During the period  March 15, 2002 to March 1, 2003,  the Company and SPL adhered
to progressive  provisional  functional  test scenarios based on established and
agreed  test  planes  during the entire  engagement  period.  Thus,  each module
underwent  a  multitude  of  planned  provisional  tests to  validate  that each
function met the functional requirements as defined in the Requirements Study. A
Final Acceptance Certificate concluded the iterative test cycle.

On March 18, 2003, SPL executed and delivered the Final  Acceptance  Certificate
("FAC") to the Company.  The FAC included an attachment,  addressing seven error
messages perceived as potential system issues.  During a subsequent  analysis of
the reported  "errors",  they were found to be user input errors and not systems
errors. Hence, there were no outstanding issues since that date.

The combined  license fee for the basic SurSITE suite of modules for  insurance,
reinsurance and finance was $2,000,000.  SPL paid for actual  development by the
hour and was invoiced monthly during the development period subject to a maximum
of  $2,000,000,  which  constituted  the agreed  license  fee for the systems as
originally outlined in the Requirements Study.

In  addition  to  the  agreed  license  fee,  SPL  requested   client   specific
modifications  and added  functionality  to the original design  representing an
additional $1,600,000 in professional services for the Company. Furthermore, the
Company and SPL agreed to extend the SurSITE  environment to support  additional
reinsurance  methods.  The  $700,000  development  expense  for this  non-client
specific addition was temporarily funded by SPL.


                                      F-7
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

Revenue Recognition (Continued)

During  the  July  10  to  September  30,  2003  period,  the  Company  provided
professional  services assisting SPL in transferring  hosting and maintenance to
European service providers for an additional amount of $715,000.

In the agreement with SPL, there are acceptance  clauses and a warranty  period.
Following  provisional  acceptance  of the  final  deliverables  of the  initial
implementation of the system, and the benchmarks have been achieved,  the entire
system  shall be deemed to be finally  accepted  by the  client if the  warranty
period has expired and no warrant problem has been triggered,  that has not been
cured or is in process of cure; and the client has declared final  acceptance of
the system in a written document signed by an authorized  officer of the client;
or the client  uses the system in a  production  environment,  unless  otherwise
mutually  agreed  in  writing.  The  warranty  period is 45 days  following  the
provisional  acceptance of the final deliverables of the initial  implementation
of the system.  No accrual  has been  recorded by the Company for 2005 and 2004,
nor were any  warranty  claims  made for these  periods.  The  Company  does not
anticipate an accrual for the current year for the warranty.

The Company  considered  the  provisions  of SOP 97-2,  paragraphs  72 and 73 in
determining  whether  the  SPL  agreement  is  a  funded  software   development
arrangement. These provisions discuss software-development arrangements that are
fully or  partially  funded by a party other than the vendor that is  developing
the  software  and the  benefits  associated  with such  funding such as reverse
royalties,   discounts  on  future   purchases   and   nonexclusive   sublicense
arrangements.  The Company has funded their development in their entirety and no
such arrangements have existed. The Company reached technological feasibility on
January  1, 2001  prior to the date the SPL  agreement  was  entered  into,  and
therefore the provisions of SFAS 68 do not apply, and since the agreement is not
considered a funded-software  development arrangement,  the costs capitalized in
connection  with the  software  have not been  credited  or  deferred as the SOP
states.

Income Taxes

The income tax  benefit is  computed on the pretax loss based on the current tax
law.  Deferred  income taxes are recognized for the tax  consequences  in future
years of differences  between the tax basis of assets and  liabilities and their
financial  reporting  amounts at each  year-end  based on  enacted  tax laws and
statutory  tax rates.  No benefit is reflected for the six months ended June 30,
2005 and 2004, respectively.

Fair Value of 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.


                                      F-8
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

ADVERTISING COSTS

The Company expenses the costs associated with advertising as incurred.
Advertising expenses are included in the condensed consolidated statements of
operations for the six months ended June 30, 2005 and 2004.

FIXED ASSETS

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

When assets are retired or otherwise disposed of, the costs and related
accumulated depreciation are removed from the accounts, and any resulting gain
or loss is recognized in income for the period. The cost of maintenance and
repairs is charged to income as incurred; significant renewals and betterments
are capitalized. Deduction is made for retirements resulting from renewals or
betterments.

ACCOUNTS RECEIVABLE

The Company conducts business and extends credit based on an evaluation of the
customers' financial condition, generally without requiring collateral. Exposure
to losses on receivables is expected to vary by customer due to the financial
condition of each customer. The Company monitors exposure to credit losses and
maintains allowances for anticipated losses considered necessary under the
circumstances.

LOSS PER SHARE OF COMMON STOCK

Historical 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.

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


                                      F-9
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

         EARNINGS (LOSS) PER SHARE OF COMMON STOCK (CONTINUED)

<TABLE>
<CAPTION>
                                                          JUNE 30,        JUNE 30,
                                                            2005            2004
                                                        ------------   -------------
<S>                                                     <C>            <C>
Net loss                                                $   (997,545)  $  (4,398,272)
                                                        ------------   -------------
Weighted-average common shares Outstanding (Basic)        17,452,638       7,500,000

Weighted-average common stock Equivalents
     Stock options                                                --              --
     Warrants                                                     --              --
                                                        ------------  --------------
Weighted-average common shares Outstanding (Diluted)      17,452,638       7,500,000
                                                        ============  ==============
</TABLE>

Options and  warrants  outstanding  to purchase  stock were not  included in the
computation  of diluted EPS for June 30, 2005 and 2004 because  inclusion  would
have been antidilutive.

GOODWILL AND OTHER INTANGIBLE ASSETS

In June 2001, the FASB issued  Statement No. 142 "Goodwill and Other  Intangible
Assets".  This  statement  addresses  financial  accounting  and  reporting  for
acquired goodwill and other intangible assets and supersedes APB Opinion No. 17,
Intangible  Assets.  It  addresses  how  intangible  assets  that  are  acquired
individually  or with a group  of other  assets  (but not  those  acquired  in a
business combination) should be accounted for in financial statements upon their
acquisition.  This Statement  also  addresses how goodwill and other  intangible
assets should be accounted for after they have been initially  recognized in the
financial statements.


                                      F-10
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

      STOCK-BASED COMPENSATION

      Employee stock awards under the Company's compensation plans are accounted
      for in accordance  with Accounting  Principles  Board Opinion No. 25 ("APB
      25"),   "Accounting   for  Stock   Issued  to   Employees",   and  related
      interpretations.  The Company  provides  the  disclosure  requirements  of
      Statement of  Financial  Accounting  Standards  No. 123,  "Accounting  for
      Stock-Based  Compensation"  ("SFAS  123"),  and  related  interpretations.
      Stock-based awards to non-employees are accounted for under the provisions
      of SFAS 123 and has adopted the enhanced disclosure provisions of SFAS No.
      148 "Accounting for Stock-Based  Compensation-  Transition and Disclosure,
      an amendment of SFAS No. 123".

      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 is 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)
                             JUNE 30, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

      RECENT ACCOUNTING PRONOUNCEMENTS

      On October 3, 2001,  the FASB issued  Statement  of  Financial  Accounting
      Standards  No.  144,   "Accounting  for  the  Impairment  or  Disposal  of
      Long-Lived   Assets"  ("SFAS  144"),   that  is  applicable  to  financial
      statements  issued for fiscal years beginning after December 15, 2001. The
      FASB's new rules on asset impairment  supersede SFAS 121,  "Accounting for
      the  Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets to Be
      Disposed  Of," and portions of  Accounting  Principles  Board  Opinion 30,
      "Reporting  the Results of  Operations."  This Standard  provides a single
      accounting model for long-lived assets to be disposed of and significantly
      changes  the  criteria  that would have to be met to  classify an asset as
      held-for-sale. Classification as held-for-sale is an important distinction
      since such assets are not  depreciated and are stated at the lower of fair
      value and carrying  amount.  This Standard also requires  expected  future
      operating  losses from  discontinued  operations  to be  displayed  in the
      period  (s) in  which  the  losses  are  incurred,  rather  than as of the
      measurement date as presently required.

      In april 2002, the fasb issued sfas no. 145, rescission of fasb statements
      no. 4, 44 and 64, amendment of fasb statement no. 13, and technical
      corrections. This statement rescinds sfas no. 4, "reporting gains and
      losses from extinguishment of debt," and an amendment of that statement,
      sfas no. 44, "accounting for intangible assets of motor carriers," and
      sfas no. 64, "extinguishments of debt made to satisfy sinking-fund
      requirements". This statement amends sfas no. 13, "accounting for leases",
      to eliminate inconsistencies between the required accounting for
      sales-leaseback transactions and the required accounting for certain lease
      modifications that have economic effects that are similar to
      sales-leaseback transactions.

      Also, this statement amends other existing authoritative pronouncements to
      make various technical  corrections,  clarify meanings,  or describe their
      applicability under changed conditions. Provisions of SFAS No. 145 related
      to the  rescissions  of SFAS  No.  4 were  effective  for the  Company  on
      November 1, 2002 and  provisions  affecting SFAS No. 13 were effective for
      transactions  occurring  after May 15, 2002.  The adoption of SFAS No. 145
      did not have a significant  impact on the Company's  results of operations
      or financial position.


                                      F-12
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

      RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

      In June  2003,  the  FASB  issued  SFAS No.  146,  "Accounting  for  Costs
      Associated  with  Exit or  Disposal  Activities".  This  statement  covers
      restructuring  type  activities   beginning  with  plans  initiated  after
      December 31, 2002.  Activities  covered by this  standard that are entered
      into after that date will be recorded in  accordance  with  provisions  of
      SFAS No.  146.  The  adoption  of SFAS No. 146 did not have a  significant
      impact on the Company's results of operations or financial position.

      In December  2002,  the FASB issued  Statement  No. 148,  "Accounting  for
      Stock-Based  Compensation-Transition  and Disclosure, an amendment of FASB
      Statement No.  123"("SFAS  148").  SFAS 148 amends FASB Statement No. 123,
      "Accounting for Stock-Based  Compensation," to provide alternative methods
      of  transition  for an entity that  voluntarily  changes to the fair value
      based method of accounting for stock-based employee compensation.  It also
      amends the disclosure  provisions of that  Statement to require  prominent
      disclosure  about the  effects  on  reported  net  income  of an  entity's
      accounting   policy   decisions  with  respect  to  stock-based   employee
      compensation.  Finally,  this Statement amends Accounting Principles Board
      ("APB")  Opinion  No.  28,  "Interim  Financial  Reporting",   to  require
      disclosure about those effects in interim financial information.  SFAS 148
      is  effective  for  financial  statements  for fiscal  years  ending after
      December 15, 2002.  The Company will  continue to account for  stock-based
      employee  compensation using the intrinsic value method of APB Opinion No.
      25,  "Accounting  for Stock  Issued to  Employees,"  but has  adopted  the
      enhanced disclosure requirements of SFAS 148.

      In April 2003,  the FASB  issued SFAS  Statement  No. 149,  "Amendment  of
      Statement 133 on Derivative  Instruments  and Hedging  Activities",  which
      amends and clarifies  financial  accounting  and reporting for  derivative
      instruments,  including certain derivative  instruments  embedded in other
      contracts  (collectively  referred  to as  derivatives)  and  for  hedging
      activities  under FASB  Statement  No.  133,  "Accounting  for  Derivative
      Instruments  and Hedging  Activities".  This  Statement is  effective  for
      contracts entered into or modified after June 30, 2003, except for certain
      hedging  relationships  designated after June 30, 2003. Most provisions of
      this  Statement  should be applied  prospectively.  The  adoption  of this
      statement  did not have a significant  impact on the Company's  results of
      operations or financial position.


                                      F-13
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

      RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

      In May 2003,  the FASB issued SFAS  Statement  No.  150,  "Accounting  for
Certain  Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity".  This Statement  establishes standards for how an issuer classifies and
measures certain financial  instruments with characteristics of both liabilities
and equity.  It requires that an issuer classify a financial  instrument that is
within  its  scope as a  liability  (or an asset  in some  circumstances).  This
statement is effective for financial  instruments entered into or modified after
May 31, 2003,  and  otherwise is effective at the beginning of the first interim
period  beginning  after  June  15,  2003,  except  for  mandatorily  redeemable
financial  instruments  of  nonpublic  entities,  if  applicable.  It  is  to be
implemented  by reporting  the  cumulative  effect of a change in an  accounting
principle  for  financial  instruments  created  before the issuance date of the
Statement and still existing at the beginning of the interim period of adoption.
The  adoption  of  this  statement  did not  have a  significant  impact  on the
Company's results of operations or financial position.

      In  November  2002,  the FASB  issued  Interpretation  No. 45 ("FIN  45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees of Indebtedness of Others".  FIN 45 requires a company,  at
the time it issues a guarantee,  to recognize an initial  liability for the fair
value of  obligations  assumed under the  guarantees  and elaborates on existing
disclosure  requirements  related to guarantees and warranties.  The recognition
requirements are effective for guarantees  issued or modified after December 31,
2002 for initial recognition and initial measurement provisions. The adoption of
FIN 45 did not have a significant  impact on the Company's results of operations
or financial position.

In january 2003, the fasb issued fasb interpretation no. 46 ("fin 46"),
"consolidation of variable interest entities, an interpretation of arb no. 51".
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective for all new variable interest entities created or acquired after
january 31, 2003. for variable interest entities created or acquired prior to
february 1, 2003, the provisions of fin 46 must be applied for the first interim
or annual period beginning after june 15, 2003.


                                      F-14
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

      RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

            THE  ADOPTION  OF FIN 46 DID NOT HAVE A  SIGNIFICANT  IMPACT  ON THE
            COMPANY' RESULTS OF OPERATIONS OR FINANCIAL POSITION.

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
next  fiscal  year after  December  15,  2005.  Accordingly,  the  Company  will
implement  the  revised  standard  in the first  quarter  of fiscal  year  2006.
Currently,  the Company accounts for its share-based payment  transactions under
the provisions of APB 25, which does not necessarily  require the recognition of
compensation cost in the financial statements.

In November 2004, the FASB issued  Financial  Accounting  Standards No. 151 (FAS
151),  "Inventory  Costs - an  amendment  of ARB No.  43,  Chapter  4".  FAS 151
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs and spoilage. In addition, FAS 151 requires companies to base the
allocation of fixed production overhead to the costs of conversion on the normal
capacity of production facilities. FAS 151 is effective for the Company in 2006.
The Company does not expect FAS 151 to have a material  impact on its results or
financial statements.


                                      F-15
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

      RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

On December 16, 2004, FASB issued  Statement of Financial  Accounting  Standards
No. 153, "Exchanges of Non-monetary  Assets, an amendment of APB Opinion No. 29,
Accounting for Non-monetary  Transactions" (" SFAS 153").  This statement amends
APB Opinion 29 to eliminate the exception for non-monetary  exchanges of similar
productive  assets and  replaces it with a general  exception  for  exchanges of
non-monetary assets that do not have commercial substance.  Under SFAS 153, if a
non-monetary exchange of similar productive assets meets a  commercial-substance
criterion and fair value is determinable,  the transaction must be accounted for
at fair  value  resulting  in  recognition  of any  gain or  loss.  SFAS  153 is
effective for non-monetary  transactions in fiscal periods that begin after June
15,  2005.  The Company  does not  anticipate  that the  implementation  of this
standard  will have a  material  impact on its  financial  position,  results of
operations or cash flows.

NOTE 3 - FIXED ASSETS
         ------------

         Property and equipment as of June 30, 2005 was as follows:

                                                 Estimated Useful
                                                                       June 30,
                                                  Lives (Years)          2005
                                                 -----------------     ---------
         Furniture and fixtures                         7              $  23,268
         Machinery and equipment                       3-7                80,016
         Leasehold improvements                         39                11,870
         Vehicles                                       5                 26,908
                                                                       ---------

                                                                         142,062
         Less: accumulated depreciation                                  111,696
                                                                       ---------
         Property and equipment, net                                   $  30,366
                                                                       =========

      There was  $8,196  and  $14,220  charged to  operations  for  depreciation
expense for the six months ended June 30, 2005 and 2004, respectively.


                                      F-16
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

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 July 2004.  Interest  expense for
      the six months  ended  June 30,  2005 and 2004 were  $9,375  and  $11,950,
      respectively.  The note payable balance due at June 30, 2005 was $750,000.
      (See Note 9).

NOTE 5 - NOTES PAYABLE - BANK
         --------------------

      The Company during 2005 and 2004 maintained a $200,000 Line of Credit 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%. The balance at June 30, 2005 was $200,000. Interest for the six
      months ended June 30, 2005 and 2004 was $8,500 and $1,665, respectively.


                                      F-17
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 6 - NOTES PAYABLE - RELATED PARTIES
         -------------------------------

      The Company has notes payable due to the following related parties:

      Two unsecured $25,000 notes payable,  a $10,000 note payable and a $20,000
      note payable to a director of the organization,  due June 2005, March 2005
      and March 2005,  respectively  or upon  obtaining an equity line of credit
      whichever  is  earlier,   with  interest  payable  at  8%,  10%  and  10%,
      respectively.  Interest expense for the six months ended June 30, 2005 and
      2004 was $2,848 and $300, respectively.

      An  unsecured  fifty  thousand-note  payable to an officer of the Company,
      later in 2005  amended to amounts up to $100,000  due  December  31, 2004,
      which  has been  extended  until the  Company  obtains  an equity  line of
      credit, with interest payable at 6.5%. The balance outstanding at June 30,
      2005 is $52,134.  Interest  expense for the six months ended June 30, 2005
      and 2004 was $3,406 and $843, respectively.

      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.
      Interest  on the note  accrues at 10%,  and  interest  expense for the six
      months  ended June 30, 2005 was $4,000.  The parties  agreed to extend the
      payment of the  promissory  note to January  31,  2006 and pay  $21,250 by
      September 30, 2005.

      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 note bears
      interest at 10% per annum.  Interest expense for the six months ended June
      30, 2005 was $453.

      On June 24, 2005,  the Company and a director  entered into a  convertible
      promissory  note  agreement  for  $100,000,  replacing a  promissory  note
      entered  into  January  7, 2005,  due the  earlier of one year or upon the
      availability  of a  $750,000  commercial  line of  credit.  The note bears
      interest at 10% per annum.  Interest expense for the six months ended June
      30, 2005 was $167.


                                      F-18
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 7 - REVOLVING PROMISSORY NOTE
         -------------------------

      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.  (See Note 9). The Company had $650,000  outstanding at June
      30, 2005. Interest expense for the six months ended June 30, 2005 and 2004
      was  $91,980  and  $87,792  due to  added  interest  payments  due to late
      payments made by the Company.

      The  amounts  are  secured  by  a  Loan  and  Security  Agreement  and  an
      Intellectual Property Security Agreement.  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.

      Crosshill can purchase  these  warrants for $1 and other good and valuable
      consideration  as defined in the Warrant  Agreement.  The warrants have an
      exercise  price of $.05 and  expire  January  9, 2010.  The  Company  also
      recorded a $3,600,000  charge to income due to the  beneficial  conversion
      feature on the warrants in the period ended June 30, 2004.


                                      F-19
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 8 - 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.

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. Interest expense on the convertible
debentures for the six months ended June 30, 2005 was $12,794. The Company also
recorded a $60,000 charge to income due to the beneficial conversion feature on
the debentures in the period ended June 30, 2004.

On May 2, 2005, the Company executed a term sheet in the amount of $850,000 with
Montgomery Equity Partners, L.P. consisting of securities in the form of a
promissory note convertible into shares of common stock. These proceeds replace
the previous financing from Cornell Capital Partners, LP in the amount of
$600,000 loaned to the Company in 2004 plus an additional $250,000 to be loaned
to the Company.

The term of this agreement is for 15 months from the date of closing. Interest
will accrue at 1% per month on the amount outstanding on the first day of each
month on the new $250,000. As for the prior $600,000, interest will accrue at 1%
per month for the first six months following the closing, and then the Company
is to pay $36,000 on the first day after the six month period and on the first
day of each month thereafter, the Company shall pay 1% interest through
maturity.

Montgomery Equity Partners, L.P. will also be issued 2% of the fully diluted
shares in the form of a warrant, at an exercise price of $.001.

On June 1, 2005, $150,000 of the $250,000 was funded to the Company.

The balance outstanding at June 30, 2005 is $750,000. Interest expense on the
convertible debentures for the six months ended June 30, 2005 and 2004 was
$16,500 and $0, respectively.


                                      F-20
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 9 - LONG-TERM DEBT
         --------------

      Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                          June 30,     December 31,
                                                            2005           2004
                                                        ------------   -------------
<S>                                                     <C>            <C>
      Installment note payable to SPL through
      September 2008,  principal payment of $50,000
      due quarterly commencing January 1, 2005 for 15
      quarters with an annual interest rate of 2.5%.
     (See Note 4).                                      $    750,000   $     750,000

      Installment  note payable to Crosshill due through
      April 2007,  principal payments of $65,000 payable
      quarterly commencing October 1, 2004, with interest
      at 7.5% due monthly.  (See Note 7).                    650,000         650,000
                                                        ------------   -------------
      Total debt                                           1,400,000       1,400,000
      Less current maturities                                755,000         460,000
                                                        ------------   -------------
      Long-term debt - net of current maturities        $    645,000   $     940,000
                                                        ============   =============
</TABLE>

       The approximate aggregate amount of all long-term debt maturities for the
       next four years ending June 30, 2005 is as follows:

                      2006                              $    755,000
                      2007                                   395,000
                      2008                                   200,000
                      2009                                    50,000
                                                        ------------
                                                        $  1,400,000
                                                        ============


                                      F-21
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 10 - CONVERTIBLE DEBENTURES - PRIOR OWNERS
          -------------------------------------

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-22
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 11 - INTELLECTUAL PROPERTY
          ---------------------

      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   subsequently   reported  at  the  lower  of
      unamortized cost or net realizable value.  Capitalized costs are amortized
      based on  current  and  future  revenue  for each  product  with an annual
      minimum  equal  to  the  straight-line  amortization  over  the  remaining
      estimated economic life of the product - ten years.  Amortization included
      in cost of sales is $48,061 and $48,061 for the six months  ended June 30,
      2005 and 2004, 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.

NOTE 12 - OBLIGATIONS UNDER CAPITAL LEASE
          -------------------------------

      The Company is the lessee of computer equipment and office equipment under
      capital leases expiring during 2006. The leases are  collateralized by the
      equipment.

      Minimum  lease  payments  under  capital  leases at June 30, 2005,  are as
      follows:

                           2006                         $      3,247
                           2007                                  271
                                                        ------------
                                                               3,518

                  Less: amounts representing interest           (631)
                  Less: current portion                       (2,637)
                                                        ------------
                           Long-term portion            $        250
                                                        ============


                                      F-23
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 13 - OPERATING LEASE
          ---------------

      The Company has a facility  lease for office  space and  equipment  leases
      with various  expiration  dates through 2007.  The office lease contains a
      four percent yearly escalation clause along with the Company paying taxes,
      insurance and utilities. Monthly payments for all leases range from $99 to
      $6,808 per month.

      Minimum lease  payments  under  operating  leases at June 30, 2005, are as
      follows:

                           2006                         $     72,910
                           2007                                6,195
                                                        ------------
                                                        $     79,105
                                                        ============

NOTE 14 - ACCRUED COMPENSATION
          --------------------

      The Company as of June 30, 2005 has accrued  compensation  to officers and
      employees  in the amount of  $385,096.  These  amounts  are  reflected  as
      current liabilities.

NOTE 15 - 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.


                                      F-24
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 15 - STOCKHOLDERS' DEFICIT (CONTINUED)
          ---------------------------------

PREFERRED STOCK (CONTINUED)

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 June 30, 2005 has 1,315,831 of the Class A Preferred Shares
issued and outstanding. Of these shares, 50,000 were converted to common stock
on July 18, 2005.

COMMON STOCK

As of June 30, 2005, the Company has 65,000,000 shares of common stock
authorized and 20,997,616 shares issued and outstanding. The par value of the
common stock is $.10.

During the six months ended June 30, 2005, the Company issued:

907,000 shares of common stock in conversion of 90,700 Class A Preferred Shares.

638,891 shares of common stock to Knightsbridge as noted in Note 10 under the
convertible debenture agreement.

450,000 shares of common stock for services rendered valued at $45,000.

5,062,450 shares of common stock valued at $694,495 (ranging from $.05 per share
to $.10 per share) for director fees.


                                      F-25
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 15 - STOCKHOLDERS' DEFICIT (CONTINUED)
          ---------------------------------

Options and Warrants

For disclosure purposes, the fair value of each stock option granted is
estimated on the date of grant using the black-scholes option-pricing model,
which approximates fair value, with the following weighted-average assumptions
used for stock options granted in 2005 and 2004; no annual dividends, volatility
of 260%, risk-free interest rate of 2.50%, and expected life of 2 years.

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

<TABLE>
<CAPTION>
                                                         Six Months Ended June 30,
                                                        ----------------------------
                                                            2005           2004
                                                        ------------   -------------
<S>                                                     <C>            <C>
         Net loss:
           As reported                                     ($997,545)    ($4,398,272)
           Total stock-based employee compensation
            expense determined under fair value based
            method for all awards, net of related tax
            effects                                               (0)       (469,532)
                                                        ------------   -------------
                                                           ($621,045)    ($4,867,804)
         Net loss per share:
            As reported:
               Basic                                          ($0.06)         ($0.59)
               Diluted                                        ($0.06)         ($0.59)
            Pro forma:
               Basic                                          ($0.06)         ($0.65)
               Diluted                                        ($0.06)         ($0.65)
</TABLE>


                                      F-26
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 16 - PROVISION FOR INCOME TAXES
          --------------------------

Deferred income taxes will be 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 will be measured
based on the tax rates expected to be in effect when the temporary differences
are included in the Company's tax return. Deferred tax assets and liabilities
are recognized based on anticipated future tax consequences attributable to
differences between financial statement carrying amounts of assets and
liabilities and their respective tax bases.

At June 30, 2005, deferred tax assets consist of the following:

                                                          June 30,
                                                            2005
                                                        ------------
Net operating losses                                    $  3,098,454
Amortization of intangible assets
                                                             (16,020)
                                                        ------------
                                                           3,082,434

Valuation allowance                                       (3,082,434)
                                                        ------------
                                                        $         --
                                                        ============

At june 30, 2005, the company had deficits accumulated in the approximate amount
of $9,389,256, available to offset future taxable income through 2025. 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.

NOTE 17 - GOING CONCERN
          -------------

As shown in the accompanying  condensed  consolidated  financial  statements the
Company has  sustained  net  operating  losses for the six months ended June 30,
2005 and years ended December 31, 2004 and 2003.  There is no guarantee that the
Company will be able to raise enough capital or generate revenues to sustain its
operations  which raises  substantial  doubt about the ability of the Company to
continue as a going concern.

Management believes that the Company's capital  requirements will depend on many
factors including the success of the Company's sales efforts.  The Company is in
the process of filing a registration  statement with the Securities and Exchange
Commission in order to raise 12 million  dollars to enable the Company to expand
and carry out its  business  plan and has just  merged  with a  publicly  traded
company and thus should generate liquidity.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  or  classification of recorded assets and liabilities that might
result should the Company be unable to continue as a going concern.


                                      F-27
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             JUNE 30, 2005 AND 2004

NOTE 18 - LITIGATION
          ----------

During 2005,  the Company  received  notice of a lawsuit  initiated  against the
Company by Sacks,  Sax, Klein in the County Court of Palm Beach County,  Florida
in  connection  with legal  services  alleged to be  provided  to a  predecessor
company of the Company's former subsidiary for an asset purchase.  The Plaintiff
is claiming  damages of $11,039.80  and warrants for 3% of the Company's  common
stock. No settlement has been reached. The litigation is active.


                                      F-28
<PAGE>

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

FORWARD LOOKING STATEMENTS

      This Quarterly Report on Form 10-QSB/A 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/A  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  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.

      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.


                                       2
<PAGE>

CRITICAL ACCOUNTING POLICIES

Identified Intangible Assets

Intellectual  property  assets  represent  technology and are amortized over the
periods of benefit,  ranging from two to ten years, generally on a straight-line
basis.

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.

Revenue Recognition

The Company  records its  transactions  under the accrual  method of  accounting
whereby  income is recognized  when the services are billed rather than when the
fees are collected, and costs and expenses are recognized in the period they are
incurred rather than when paid.

The Company is a software  product company that has developed a software package
to help insurance and reinsurance companies in their claims recovery process.


                                       3
<PAGE>

Revenue Recognition (Continued)

In 2002, the Company  entered into an agreement with the Swiss Pool for Aviation
Insurance  ("SPL") and recorded  revenue  under this  agreement  for license and
hosting services rendered.  SPL consists of a pool of approximately 26 insurance
and  reinsurance  companies.  The  Company  determined  the amount of revenue to
recognize  for these  services  in  accordance  with SAB Topic 13.  The  Company
utilized the four criteria  established  in this  bulletin (as detailed  below).
Hosting  services are the services  the Company  provides the hosted  website 24
hours a day 7 days a week. It includes the maintenance, Internet connectivity as
well as the utility costs for the site.

Other sources of revenue such as professional services,  training,  maintenance,
and support  services 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.

The Company  accounts  for the  licensing  of software  in  accordance  with the
American Institute of Certified Public  Accountants  Statement of Position (SOP)
97-2,  "Software Revenue  Recognition." The Company  recognizes revenue when (i)
persuasive  evidence of an  arrangement  exists;  (ii)  delivery has occurred or
services have been rendered; (iii) the sales price is fixed or determinable; and
(iv) the ability to collect is  reasonably  assured.  For software  arrangements
with  multiple   elements,   revenue  is  recognized   dependent   upon  whether
vendor-specific  objective  evidence (VSOE) of fair value exists for each of the
elements.  When  VSOE  does  not  exist  for  all  the  elements  of a  software
arrangement and the only undelivered  element is post-contract  customer support
(PCS), the entire licensing fee is recognized  ratably over the contract period.
Revenue  attributable to undelivered  elements,  including technical support, is
based on the average sales price of those elements, when sold separately, and is
recognized  ratably on a straight-line  basis over the products life cycle.  PCS
revenue is  recognized  ratably  over the contract  period.  The Company has not
utilized the residual method due to the fact that the Company believes that VSOE
exists for all undelivered and delivered elements of the arrangements they enter
into.  Shipping  charges  billed to  customers  are  included in revenue and the
related shipping costs are included in cost of sales.


                                       4
<PAGE>

Revenue Recognition (Continued)

The Company's engagement with SPL was based on a requirements study performed by
the Company in cooperation with SPL and some of its major member companies.  The
objective  was to deploy a new Internet  based  support  environment  that could
solve some well-known  industry  problems  associated with managing  reinsurance
transactions  and  for  SPL  at  the  same  time  replace  five  fragmented  and
incompatible  legacy systems  previously used by SPL for technical and financial
accounting.  SPL agreed to become the charter client for this effort and awarded
the  Company  the  opportunity  to  build  the  SurSITE  suite  of  modules  for
reinsurance in addition to a Quote Engine  providing  automated rating of tariff
business and  conditioning  by an underwriter of non-tariff  business.  Like the
reinsurance  solution,  design and  deployment  of the Quote Engine was based on
Company  specific  domain  knowledge  and  experience  in building  such complex
business software.  In contrast,  the financial  accounting module was primarily
based on requirements offered by SPL.

The overall engagement included design, development and deployment of integrated
software  modules to support the following  business  processes:  a) Reinsurance
contract  management  (ceded,  assumed and  retroceded  business);  b) Technical
accounting (ceded, assumed and retroceded business); c) Financial accounting; d)
Direct business (applying, quoting, binding, issuing, renewing and managing); e)
User Work Desks for each user  group and  business  area;  and f)  Business  and
system administrative  modules including certain utilities for data integration,
security, etc.)

During the period  March 15, 2002 to March 1, 2003,  the Company and SPL adhered
to progressive  provisional  functional  test scenarios based on established and
agreed  test  planes  during the entire  engagement  period.  Thus,  each module
underwent  a  multitude  of  planned  provisional  tests to  validate  that each
function met the functional requirements as defined in the Requirements Study. A
Final Acceptance Certificate concluded the iterative test cycle.

On March 18, 2003, SPL executed and delivered the Final  Acceptance  Certificate
("FAC") to the Company.  The FAC included an attachment,  addressing seven error
messages perceived as potential system issues.  During a subsequent  analysis of
the reported  "errors",  they were found to be user input errors and not systems
errors. Hence, there were no outstanding issues since that date.

The combined  license fee for the basic SurSITE suite of modules for  insurance,
reinsurance and finance was $2,000,000.  SPL paid for actual  development by the
hour and was invoiced monthly during the development period subject to a maximum
of  $2,000,000,  which  constituted  the agreed  license  fee for the systems as
originally outlined in the Requirements Study.

In  addition  to  the  agreed  license  fee,  SPL  requested   client   specific
modifications  and added  functionality  to the original design  representing an
additional $1,600,000 in professional services for the Company. Furthermore, the
Company and SPL agreed to extend the SurSITE  environment to support  additional
reinsurance  methods.  The  $700,000  development  expense  for this  non-client
specific addition was temporarily funded by SPL.


                                       5
<PAGE>

Revenue Recognition (Continued)

During  the  July  10  to  September  30,  2003  period,  the  Company  provided
professional  services assisting SPL in transferring  hosting and maintenance to
European service providers for an additional amount of $715,000.

In the agreement with SPL, there are acceptance  clauses and a warranty  period.
Following  provisional  acceptance  of the  final  deliverables  of the  initial
implementation of the system, and the benchmarks have been achieved,  the entire
system  shall be deemed to be finally  accepted  by the  client if the  warranty
period has expired and no warrant problem has been triggered,  that has not been
cured or is in process of cure; and the client has declared final  acceptance of
the system in a written document signed by an authorized  officer of the client;
or the client  uses the system in a  production  environment,  unless  otherwise
mutually  agreed  in  writing.  The  warranty  period is 45 days  following  the
provisional  acceptance of the final deliverables of the initial  implementation
of the system.  No accrual  has been  recorded by the Company for 2005 and 2004,
nor were any  warranty  claims  made for these  periods.  The  Company  does not
anticipate an accrual for the current year for the warranty.

The Company  considered  the  provisions  of SOP 97-2,  paragraphs  72 and 73 in
determining  whether  the  SPL  agreement  is  a  funded  software   development
arrangement. These provisions discuss software-development arrangements that are
fully or  partially  funded by a party other than the vendor that is  developing
the  software  and the  benefits  associated  with such  funding such as reverse
royalties,   discounts  on  future   purchases   and   nonexclusive   sublicense
arrangements.  The Company has funded their development in their entirety and no
such arrangements have existed. The Company reached technological feasibility on
January  1, 2001  prior to the date the SPL  agreement  was  entered  into,  and
therefore the provisions of SFAS 68 do not apply, and since the agreement is not
considered a funded-software  development arrangement,  the costs capitalized in
connection  with the  software  have not been  credited  or  deferred as the SOP
states.


                                       6
<PAGE>

      STOCK-BASED COMPENSATION

      Employee stock awards under the Company's compensation plans are accounted
      for in accordance  with Accounting  Principles  Board Opinion No. 25 ("APB
      25"),   "Accounting   for  Stock   Issued  to   Employees",   and  related
      interpretations.  The Company  provides  the  disclosure  requirements  of
      Statement of  Financial  Accounting  Standards  No. 123,  "Accounting  for
      Stock-Based  Compensation"  ("SFAS  123"),  and  related  interpretations.
      Stock-based awards to non-employees are accounted for under the provisions
      of SFAS 123 and has adopted the enhanced disclosure provisions of SFAS No.
      148 "Accounting for Stock-Based  Compensation-  Transition and Disclosure,
      an amendment of SFAS No. 123".

      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 is 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.


                                       7
<PAGE>

      RECENT ACCOUNTING PRONOUNCEMENTS

      On October 3, 2001,  the FASB issued  Statement  of  Financial  Accounting
      Standards  No.  144,   "Accounting  for  the  Impairment  or  Disposal  of
      Long-Lived   Assets"  ("SFAS  144"),   that  is  applicable  to  financial
      statements  issued for fiscal years beginning after December 15, 2001. The
      FASB's new rules on asset impairment  supersede SFAS 121,  "Accounting for
      the  Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets to Be
      Disposed  Of," and portions of  Accounting  Principles  Board  Opinion 30,
      "Reporting  the Results of  Operations."  This Standard  provides a single
      accounting model for long-lived assets to be disposed of and significantly
      changes  the  criteria  that would have to be met to  classify an asset as
      held-for-sale. Classification as held-for-sale is an important distinction
      since such assets are not  depreciated and are stated at the lower of fair
      value and carrying  amount.  This Standard also requires  expected  future
      operating  losses from  discontinued  operations  to be  displayed  in the
      period  (s) in  which  the  losses  are  incurred,  rather  than as of the
      measurement date as presently required.

      In april 2002, the fasb issued sfas no. 145, rescission of fasb statements
      no. 4, 44 and 64, amendment of fasb statement no. 13, and technical
      corrections. This statement rescinds sfas no. 4, "reporting gains and
      losses from extinguishment of debt," and an amendment of that statement,
      sfas no. 44, "accounting for intangible assets of motor carriers," and
      sfas no. 64, "extinguishments of debt made to satisfy sinking-fund
      requirements". This statement amends sfas no. 13, "accounting for leases",
      to eliminate inconsistencies between the required accounting for
      sales-leaseback transactions and the required accounting for certain lease
      modifications that have economic effects that are similar to
      sales-leaseback transactions.

      Also, this statement amends other existing authoritative pronouncements to
      make various technical  corrections,  clarify meanings,  or describe their
      applicability under changed conditions. Provisions of SFAS No. 145 related
      to the  rescissions  of SFAS  No.  4 were  effective  for the  Company  on
      November 1, 2002 and  provisions  affecting SFAS No. 13 were effective for
      transactions  occurring  after May 15, 2002.  The adoption of SFAS No. 145
      did not have a significant  impact on the Company's  results of operations
      or financial position.


                                       8
<PAGE>

      RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

      In June  2003,  the  FASB  issued  SFAS No.  146,  "Accounting  for  Costs
      Associated  with  Exit or  Disposal  Activities".  This  statement  covers
      restructuring  type  activities   beginning  with  plans  initiated  after
      December 31, 2002.  Activities  covered by this  standard that are entered
      into after that date will be recorded in  accordance  with  provisions  of
      SFAS No.  146.  The  adoption  of SFAS No. 146 did not have a  significant
      impact on the Company's results of operations or financial position.

      In December  2002,  the FASB issued  Statement  No. 148,  "Accounting  for
      Stock-Based  Compensation-Transition  and Disclosure, an amendment of FASB
      Statement No.  123"("SFAS  148").  SFAS 148 amends FASB Statement No. 123,
      "Accounting for Stock-Based  Compensation," to provide alternative methods
      of  transition  for an entity that  voluntarily  changes to the fair value
      based method of accounting for stock-based employee compensation.  It also
      amends the disclosure  provisions of that  Statement to require  prominent
      disclosure  about the  effects  on  reported  net  income  of an  entity's
      accounting   policy   decisions  with  respect  to  stock-based   employee
      compensation.  Finally,  this Statement amends Accounting Principles Board
      ("APB")  Opinion  No.  28,  "Interim  Financial  Reporting",   to  require
      disclosure about those effects in interim financial information.  SFAS 148
      is  effective  for  financial  statements  for fiscal  years  ending after
      December 15, 2002.  The Company will  continue to account for  stock-based
      employee  compensation using the intrinsic value method of APB Opinion No.
      25,  "Accounting  for Stock  Issued to  Employees,"  but has  adopted  the
      enhanced disclosure requirements of SFAS 148.

      In April 2003,  the FASB  issued SFAS  Statement  No. 149,  "Amendment  of
      Statement 133 on Derivative  Instruments  and Hedging  Activities",  which
      amends and clarifies  financial  accounting  and reporting for  derivative
      instruments,  including certain derivative  instruments  embedded in other
      contracts  (collectively  referred  to as  derivatives)  and  for  hedging
      activities  under FASB  Statement  No.  133,  "Accounting  for  Derivative
      Instruments  and Hedging  Activities".  This  Statement is  effective  for
      contracts entered into or modified after June 30, 2003, except for certain
      hedging  relationships  designated after June 30, 2003. Most provisions of
      this  Statement  should be applied  prospectively.  The  adoption  of this
      statement  did not have a significant  impact on the Company's  results of
      operations or financial position.


                                       9
<PAGE>

      RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

      In May 2003,  the FASB issued SFAS  Statement  No.  150,  "Accounting  for
Certain  Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity".  This Statement  establishes standards for how an issuer classifies and
measures certain financial  instruments with characteristics of both liabilities
and equity.  It requires that an issuer classify a financial  instrument that is
within  its  scope as a  liability  (or an asset  in some  circumstances).  This
statement is effective for financial  instruments entered into or modified after
May 31, 2003,  and  otherwise is effective at the beginning of the first interim
period  beginning  after  June  15,  2003,  except  for  mandatorily  redeemable
financial  instruments  of  nonpublic  entities,  if  applicable.  It  is  to be
implemented  by reporting  the  cumulative  effect of a change in an  accounting
principle  for  financial  instruments  created  before the issuance date of the
Statement and still existing at the beginning of the interim period of adoption.
The  adoption  of  this  statement  did not  have a  significant  impact  on the
Company's results of operations or financial position.

      In  November  2002,  the FASB  issued  Interpretation  No. 45 ("FIN  45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees of Indebtedness of Others".  FIN 45 requires a company,  at
the time it issues a guarantee,  to recognize an initial  liability for the fair
value of  obligations  assumed under the  guarantees  and elaborates on existing
disclosure  requirements  related to guarantees and warranties.  The recognition
requirements are effective for guarantees  issued or modified after December 31,
2002 for initial recognition and initial measurement provisions. The adoption of
FIN 45 did not have a significant  impact on the Company's results of operations
or financial position.

In january 2003, the fasb issued fasb interpretation no. 46 ("fin 46"),
"consolidation of variable interest entities, an interpretation of arb no. 51".
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective for all new variable interest entities created or acquired after
january 31, 2003. for variable interest entities created or acquired prior to
february 1, 2003, the provisions of fin 46 must be applied for the first interim
or annual period beginning after june 15, 2003.


                                       10
<PAGE>

      RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

            THE  ADOPTION  OF FIN 46 DID NOT HAVE A  SIGNIFICANT  IMPACT  ON THE
            COMPANY' RESULTS OF OPERATIONS OR FINANCIAL POSITION.

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
next  fiscal  year after  December  15,  2005.  Accordingly,  the  Company  will
implement  the  revised  standard  in the first  quarter  of fiscal  year  2006.
Currently,  the Company accounts for its share-based payment  transactions under
the provisions of APB 25, which does not necessarily  require the recognition of
compensation cost in the financial statements.

In November 2004, the FASB issued  Financial  Accounting  Standards No. 151 (FAS
151),  "Inventory  Costs - an  amendment  of ARB No.  43,  Chapter  4".  FAS 151
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs and spoilage. In addition, FAS 151 requires companies to base the
allocation of fixed production overhead to the costs of conversion on the normal
capacity of production facilities. FAS 151 is effective for the Company in 2006.
The Company does not expect FAS 151 to have a material  impact on its results or
financial statements.


                                       11
<PAGE>

      RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

On December 16, 2004, FASB issued  Statement of Financial  Accounting  Standards
No. 153, "Exchanges of Non-monetary  Assets, an amendment of APB Opinion No. 29,
Accounting for Non-monetary  Transactions" (" SFAS 153").  This statement amends
APB Opinion 29 to eliminate the exception for non-monetary  exchanges of similar
productive  assets and  replaces it with a general  exception  for  exchanges of
non-monetary assets that do not have commercial substance.  Under SFAS 153, if a
non-monetary exchange of similar productive assets meets a  commercial-substance
criterion and fair value is determinable,  the transaction must be accounted for
at fair  value  resulting  in  recognition  of any  gain or  loss.  SFAS  153 is
effective for non-monetary  transactions in fiscal periods that begin after June
15,  2005.  The Company  does not  anticipate  that the  implementation  of this
standard  will have a  material  impact on its  financial  position,  results of
operations or cash flows.


                                       12
<PAGE>

FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION

SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004

      Revenues  for 2005 were $0 as  compared to $6,900 for 2004.  The  revenues
generated in 2004 were from  consulting  fees earned on a contract  that STI had
which was non-recurring in nature.

      Cost of revenue  for 2005 was $56,061  compared  to $52,374 for 2004.  The
increase in cost of revenue is due to a  development  agreement in 2005 that was
not present in 2004.

      Operating expenses for 2005 were $868,577 as compared to $632,318 in 2004,
an  increase of $236,259  due in large part to the expense  associated  with the
issuance of common  stock for  services in 2005.  Additionally,  STI  incurred a
substantial amount of professional fees in 2005 to complete the reverse merger.

      Other income (expense) was $(72,907) for 2005 compared to $(3,720,480) for
2004. In 2004,  STI recorded a beneficial  conversion  feature of $3,660,000 for
certain warrants issued by them convertible into common stock of the Company.


                                       13
<PAGE>

THREE MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004

      Revenues  for 2005 were $0 as  compared to $6,900 for 2004.  The  revenues
generated in 2004 were from  consulting  fees earned on a contract  that STI had
which was non-recurring in nature.

      Cost of revenue  for 2005 was $32,030  compared  to $28,343 for 2004.  The
increase in cost of revenue is due to a  development  agreement in 2005 that was
not present in 2004.

      Operating expenses for 2005 were $691,559 as compared to $461,403 in 2004,
an  increase of $230,156  due in large part to the expense  associated  with the
issuance of common  stock for  services in 2005.  Additionally,  STI  incurred a
substantial amount of professional fees in 2005 to complete the reverse merger.

      Other income (expense) was $(54,787) for 2005 compared to $(3,693,265) for
2004. In 2004,  STI recorded a beneficial  conversion  feature of $3,660,000 for
certain warrants issued by them convertible into common stock of the Company.

LIQUIDITY AND CAPITAL RESOURCES

      At June 30,  2005,  the  Company  had a net  working  capital  deficit  of
$3,577,172.  The  working  capital  deficit  was mainly  due to the  convertible
debentures the Company has of $1,375,000,  other notes payable of $1,356,069 and
accounts  payable and  accrued  expenses of  $896,590  which  includes  deferred
compensation  of  $385,096.  The  Company  believes  that a  majority  of  these
liabilities can be either  converted to equity  securities or paid with proceeds
from the Standby Equity Distribution  Agreement ("SEDA").  Please refer to "Item
5. Other Information" for additional details on the SEDA.

      The Company used  $294,520 in operating  activities  in 2005 mostly due to
the operating loss of $997,545 for the six months ended 2005,  compared to using
$290,507 in 2004 and a net loss of $4,398,272  for the six months ended June 30,
2004.  Changes in operating assets and liabilities were fairly consistent period
to period.  The main  variance from the two periods was the  beneficial  feature
conversion of $3,660,000 recorded in 2004.

      The Company had net cash  provided by financing  activities of $339,567 in
2005 compared to $475,535 in 2004.  This change was  attributable to the Company
borrowing $150,000 from convertible debentures in 2004.

      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 June 30, 2005 had  working  capital  deficits as
noted above. The financial  statements do not include any adjustments that might
result from the outcome of this uncertainty.

      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 has evaluated the
effectiveness of our disclosure controls and procedures as of June 30, 2005. 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.

                                       14
<PAGE>

(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 June 30, 2005,  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.


                                       15
<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.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      None

ITEM 3.  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.  Accordingly, Montgomery and Advantage have
the right to accelerate  all payments owed of principal and interest or they can
convert the amounts owed into shares of our Common Stock.

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

      No matters were submitted to our  stockholders  for their approval  during
the quarter ended June 30, 2005.

ITEM 5.  OTHER INFORMATION

      STI entered  into a standby  equity  distribution  agreement  with Cornell
Capital on June 29, 2004. Under the standby equity distribution  agreement,  STI
may, at its  discretion,  periodically  sell to Cornell Capital shares of Common
Stock for a total purchase price of up to $12,000,000.  For each share of Common
Stock sold to Cornell Capital under the standby equity  distribution  agreement,
Cornell Capital will pay 97% of the lowest volume weighted  average price of the
Common  Stock as quoted on the Pink Sheets or on the  Over-the-Counter  Bulletin
Board or other principal market on which the Common Stock is traded for the five
days immediately following the date on which STI notifies Cornell Capital of its
intention  to sell shares of Common Stock to Cornell  Capital  under the standby
equity   distribution   agreement.   In  addition,   under  the  standby  equity
distribution  agreement,  (1) STI cannot sell more than $350,000 of Common Stock
to Cornell Capital in any five trading-day period, (2) Cornell Capital will also
receive a 5%  commission  on each sale of shares of Common Stock made to Cornell
Capital  under the  agreement  and (3) STI is  obligated  to register for public
resale the shares of Common Stock sold to Cornell  Capital under the  agreement,
and Cornell  Capital is not  obligated  to purchase  any shares of Common  Stock
under the  agreement  until such shares are so  registered.  The standby  equity
distribution agreement will terminate on the earlier to occur of (1) the date on
which  Cornell  Capital  has made  purchases  of Common  Stock under the standby
equity  distribution  agreement equal to an aggregate of $12,000,000 and (2) the
second  anniversary  of the date on which a registration  statement  registering
shares of Common Stock for resale by Cornell  Capital  under the standby  equity
distribution agreement is first declared effective.


                                       16
<PAGE>

      Cornell Capital  received,  as additional  consideration for entering into
the standby equity distribution agreement, a $60,000 structuring fee.

      STI executed two secured  convertible  debentures  with Cornell Capital in
the  principal  amount of $300,000  issued on June 29, 2004 and August 23, 2004,
respectively.  All principal and accrued interest under the secured  convertible
debentures are payable at STI's  election on the third year  anniversary or June
29, 2007 or may be converted by Cornell  Capital at its election at a conversion
price  equal to the  lesser of (i) an amount  equal to 110% of the  initial  bid
price of our Common Stock submitted on Form 211 by a registered  market maker to
and  approved by the NASD or (ii) an amount  equal to 80% of the lowest  closing
bid price of our Common  Stock as quoted by  Bloomberg,  LP for the five trading
days  immediately  preceding the conversion  date. STI has the right to redeem a
portion  or all  the  outstanding  principal  at a price  of 120% of the  amount
redeemed plus accrued interest. If STI exercises its right of redemption it must
issue a warrant to Cornell Capital to purchase 50,000 shares of our Common Stock
for every  $100,000  redeemed.  STI must register any shares of our Common Stock
received by Cornell Capital  through  conversion or under the warrant should STI
exercise its right of redemption.

      STI entered into a convertible debenture in the amount of $400,000 payable
to Cornell Capital and dated June 29, 2004.  Terms of the convertible  debenture
are the same as the secured convertible debentures described above.

      STI entered into a securities  purchase agreement dated June 29, 2004 with
Cornell  Capital  in  connection  with  the  purchase  and  sale of the  secured
convertible  debentures described above. STI agreed to use the proceeds from the
sale of the secured  convertible  debentures  for general  corporate and working
capital  purposes and to register the shares of our Common Stock should  Cornell
Capital  exercise  its  rights  of  conversion  under  the  secured  convertible
debentures.  STI agreed that so long as the convertible  secured  debentures are
outstanding it shall not, without the prior consent of Cornell Capital, issue or
sell shares of our Common Stock or Preferred Stock (i) without  consideration or
for a  consideration  per  share  less than the bid  price of our  Common  Stock
determined immediately prior to its issuance,  (ii) any warrant,  option, right,
contract,  call or other  security  instrument  granting the holder the right to
acquire our Common Stock without  consideration or for a consideration less than
our Common Stock bid price value determined  immediately  prior to its issuance,
(iii) enter into any security instrument granting the holder a security interest
in and all assets of STI or (iv) file any  registration  statement  on Form S-8.
Cornell Capital received as additional compensation a $60,000 structuring fee in
connection with the issuance of the convertible secured debentures.

      In accordance with the requirements of the securities  purchase agreement,
STI  entered  into  a  number  of  agreements.   It  entered  into  an  investor
registration  rights  agreement  dated June 29, 2004 with Cornell  Capital under
which it agreed to register Cornell Capital's shares that it would receive under
the convertible debentures or under the warrant should STI exercise its right of
redemption.

      STI  also  entered  into  a  placement   agent  agreement  with  Newbridge
Securities Corporation on June 29, 2004. Newbridge Securities Corporation agreed
to act as STI's exclusive  placement agent in connection with the standby equity
distribution agreement.  In return,  Newbridge Securities Corporation received a
placement agent fee of $10,000 payable by issuance of shares of our Common Stock
determined  by dividing  $10,000 by the volume rated average price of our Common
Stock  on the  fifth  trading  day of our  Common  Stock.  Newbridge  Securities
Corporation also is entitled to piggy-back registration rights for shares of our
Common Stock received as compensation under the placement agent agreement.

      STI entered into a security  agreement with Cornell Capital dated June 29,
2004 under which it pledged all property  subject to a preexisting lien in favor
of Crosshill Georgetown Capital, L.P., in the principal amount of $750,000.

      STI entered into a  registration  rights  agreement  with Cornell  Capital
dated  June 29,  2004  under  which it agreed  to  register  for sale  under the
Securities Act of 1933, as amended, those shares to be issued to Cornell Capital
under the standby equity distribution agreement.


                                       17
<PAGE>

      STI entered  into two escrow  agreements  dated June 29, 2004 with Cornell
Capital  and Butler &  Gonzalez,  LLP, as escrow  agent in  connection  with the
standby equity distribution  agreement and the secured  convertible  debentures.
The escrow  agreements  established  the procedures for issuance of the funds to
Cornell  from  the  secured  convertible   debentures  and  the  standby  equity
distribution  agreement  and the payment of our Common Stock to the escrow agent
in payment for cash received from Cornell Capital.

      STI entered into an  irrevocable  transfer  agent  instructions  agreement
dated June 29, 2004 among our transfer agent, SunTrust Bank, Cornell Capital and
David  Gonzales,  Esq.,  as escrow  agent.  Under  the terms of the  irrevocable
transfer  agent  instructions,  SunTrust Bank is required to issue our shares of
Common Stock to Cornell Capital upon receiving a duly executed conversion notice
described in the  irrevocable  transfer  instructions.  STI confirmed  under the
terms of the irrevocable  transfer agent instructions that the conversion shares
shall be freely  transferable  on its 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 STI's obligations under the convertible  debenture into shares
of our Common Stock.

      STI entered into a business development agreement dated June 29, 2004 with
Mobilepro  Corp.  under  which  Mobilepro  agreed to  provide  certain  business
development  services to STI. STI issued 5,121,855 shares of its Common Stock to
Mobilepro Corp. under the terms of this agreement.

      On June 29, 2004 STI entered into a  registration  rights  agreement  with
Cornell  Capital.  Under the terms of the  registration  rights agreement STI is
obligated  to register on Form SB-2 or any other  applicable  form the shares of
our Common Stock issuable to Cornell  Capital upon conversion of the convertible
debenture.  STI will pay all expenses in connection with such registration.  STI
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 to take
advantage of Rule 144 under the Securities Act of 1933, as amended.

      STI entered  into a security  agreement  dated June 29, 2004 with  Cornell
Capital. Under the terms of the security agreement,  STI provided a blanket lien
to Cornell  Capital  to secure its  obligations  under the  secured  convertible
debentures.  Under the terms of the  security  agreement  STI is not  allowed to
permit any debts or liens  against our 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.

      STI issued a  convertible  debenture  in the amount of $150,000 to Cornell
Capital on June 6, 2005.  The Company has the option to make all  principal  and
accrued interest payments on the third anniversary of the convertible  debenture
or converted  into shares of our Common Stock  provided that  Montgomery  cannot
beneficially  own more than  4.99% of our  outstanding  shares of Common  Stock.
Interest  accrues at 12% per annum. We have an option to redeem a portion or all
amounts  outstanding  under the  convertible  debenture  upon three days advance
written notice. Cornell Capital has a right to convert the debenture into shares
of 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 90% of the average closing bid prices of our common stock for five days
trading immediately prior to the date we file a registration  statement pursuant
to the amended and restated investor registration rights agreement. In the event
we do not have enough  shares of Common Stock  authorized or listed or quoted on
the OTCBB or we cannot timely satisfy the conversion  sought by Cornell Capital,
then  Cornell  Capital can demand  cash equal to the product of the  outstanding
principal  amount  to be  converted  plus  any  interest  due  provided  by  the
conversion  price and  multiplied by the highest  closing price of our shares of
Common  Stock from the date of the  conversion  notice  until the date that such
cash payment is made.  Cornell  Capital  cannot convert the debenture or receive
shares of our Common Stock if it would beneficially own in excess of 4.9% of our
issued  and  outstanding  shares  of our  Common  Stock  at  the  time  of  such
conversion, such determination to be made by Cornell Capital.

      Under  the terms of the  convertible  debenture  so long as any  principal
amount or interest  is owed,  we cannot,  without  the prior  consent of Cornell
Capital  (i)  issue  or sell any  Common  or  Preferred  Stock  with or  without
consideration,  (ii) issue or sell any preferred stock, warrant,  option, right,
contract or other  security or instrument  granting the holder thereof the right
to acquire our shares of Common Stock with or without consideration, (iii) enter
into any security  instrument granting the holder of security interest in any of
our assets or (iv) file any registration  statement on Form S-8. Under the terms
of the convertible debenture there are a series of events of default,  including
failure to pay principal and interest when due and if our shares of Common Stock
cease to be quoted  for  trading  or listing on the OTCBB and shall not again be


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<PAGE>

quoted or listed for trading within five trading days of such listing. 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 our shares of Common Stock having  conversion  price of $.01 per
share

      STI entered into an amended and restated  settlement  and general  release
agreement dated September 6, 2005 with a former employee,  Urban Jonson, the son
of STI's  President,  Dan  Jonson,  under  which STI  entered  into a  confessed
judgment  promissory  note dated August 29, 2005 in the amount of $150,000 to be
paid in one lump sum with  interest at 18% per annum and due  January 31,  2006.
STI also agreed to pay Urban Jonson $6,250 in accrued  interest  through  August
22, 2005 and a late  payment fee of $15,000 for a total of $21,250 by  September
30, 2005.

      STI, Crosshill  Georgetown Capital,  L.P. and Cornell Capital entered into
an Intercreditor  Agreement on June 28, 2004. STI had previously  entered into a
loan  agreement for $750,000 with  Crosshill.  The  Intercreditor  Agreement was
required to allow STI to grant Cornell Capital a security  interest in all STI's
assets  under the  terms of its  convertible  debenture  with  Cornell  Capital.
Cornell Capital and Crosshill  agreed to each hold a security  interest and lien
against  the  assets of STI on a pro rata  basis and to  provide  notice to each
other in the event there was an event of default as defined under the respective
loan documents that STI had with Crosshill and Cornell Capital.  Cornell Capital
and  Crosshill  agreed to share pro rata any STI property  these lenders sold in
the event of a default by STI under either loan document.

      The Company is discussing  with Delaware  counsel the issue of its capital
structure  and  expects to  implement a plan  within the next  several  weeks to
increase the authorized  shares and amend its certificate of incorporation  also
to eliminate  certain  provisions that grant authority to the Board of Directors
to take certain actions without shareholder  approval that are not in compliance
with  Delaware  corporate  law.  The Company is  addressing  the validity of the
reverse split that reduced the  authorized  shares and not just the  outstanding
shares, precluding STI shareholders from receiving the 90% ownership of NetWorth
Systems as required  under the  Agreement and Plan of Merger dated May 19, 2005.
At the time of the  merger  with  STI,  the  Company's  Board of  Directors  and
transfer agent believed that the Company's  certificate of incorporation had 650
million  shares  authorized  and  that  the 1 for 10  reverse  split in May 2005
applied only to its issued and  outstanding  shares of Common Stock and not also
its authorized shares of Common Stock.

ITEM 6.  EXHIBITS

         Exhibits:

         10.1     Standby  Equity  Distribution  Agreement  dated June 29,  2004
                  between Cornell Capital and STI (filed herewith).

         10.2     Securities  Purchase  Agreement  dated June 29,  2004  between
                  Cornell Capital and STI (filed herewith).

         10.3     Business  Development  Agreement  dated June 29, 2004  between
                  Mobilepro Corp. and STI (filed herewith).

         10.4     Secured Convertible  Debenture dated June 29, 2004 between STI
                  and Cornell Capital (filed herewith).

         10.5     Convertible  Debenture  dated June 29,  2004  between  STI and
                  Cornell Capital (filed herewith).

         10.6     Registration  Rights Agreement dated June 29, 2004 between STI
                  and Cornell Capital (filed herewith).

         10.7     Security Agreement dated June 29, 2004 between STI and Cornell
                  Capital (filed herewith).

         10.8     Escrow  Agreement  dated  June 29,  2004  among  STI,  Cornell
                  Capital and Butler Gonzalez, LLP (filed herewith).


                                       19
<PAGE>

         10.9     Irrevocable  Transfer Agent  Instructions  dated June 29, 2004
                  among SunTrust Bank, STI,  Cornell Capital and David Gonzalez,
                  Esq. (filed herewith).

         10.10    Investor  Registration  Rights  Agreement  dated June 29, 2004
                  between STI and Cornell Capital (filed herewith).

         10.11    Convertible  Secured  Debenture dated June 6, 2005 between STI
                  and Montgomery (filed herewith).

         10.12    Placement  Agent  Agreement  dated  June 29,  2004  among STI,
                  Newbridge  Securities  Corporation  and Cornell Capital (filed
                  herewith).

         10.13    Escrow  Agreement  dated  June 29,  2004  among  STI,  Cornell
                  Capital and Butler Gonzalez, LLP (filed herewith).

         10.14    Amended and Restated  Mutual  Settlement  and General  Release
                  Agreement dated September 6, 2005 between STI and Urban Jonson
                  (filed herewith).

         10.15    Amended and Restated Confessed Judgment  Promissory Note dated
                  September  6,  2005  between  STI  and  Urban  Jonson   (filed
                  herewith).

         10.16    Intercreditor Agreement dated June 28, 2004 among STI, Cornell
                  Capital and Crosshill Georgetown Capital (filed herewith).

         10.17    Revolving  Promissory  Note  Agreement  dated January 10, 2003
                  between STI and Crosshill Georgetown Capital (filed herewith).

         10.18    Loan and Security Agreement dated January 10, 2003 between STI
                  and Crosshill Georgetown Capital (filed herewith).

         10.19    Third Amendment to Loan and Security  Agreement dated December
                  22, 2003 between STI and Crosshill  Georgetown  Capital (filed
                  herewith).

         10.20    Replacement  Warrant to Purchase Stock dated December 22, 2003
                  between STI and Crosshill Georgetown Capital (filed herewith).

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

         31.2     Certification  of Chief Financial  Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act.

         32.1*    Certification   of  Chief  Executive   Officer  and  Principal
                  Financial   Officer   Pursuant   to   Section   906   of   the
                  Sarbanes-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.


                                       20
<PAGE>

                                    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.


                                                  NETWORTH TECHNOLOGIES, INC.



Date:    June 26, 2006                           By: /s/ Anthony Q. Joffe
                                                     ---------------------------
                                                     Anthony Q. Joffe
                                                     Chief Executive Officer and
                                                     Chief Financial Officer



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