UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

                For the Quarterly Period ended September 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.)

6499 NW 9th Avenue, Suite 304, Fort Lauderdale, Florida            33309
-------------------------------------------------------       --------------
        (Address of principal executive offices)                (Zip Code)

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

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

Indicate 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 November 11, 2005, the Company
had outstanding 33,501,716 shares of its common stock, $0.10 par value 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-5
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         5
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES                                     5
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                __
ITEM 5.    OTHER INFORMATION                                                  __
ITEM 6.    EXHIBITS                                                           __
<PAGE>

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet as of September 30, 2005 (unaudited)

Condensed Consolidated Statements of Operations for the Nine Months and
        Three Months Ended September 30, 2005 and 2004 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
        September 30, 2005 and 2004 (unaudited)

Notes to Condensed Consolidated Financial Statements
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

Item 1. Financial Statements

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2005

                                     ASSETS

Current Assets:
     Cash and cash equivalents                                          $ 17,288
                                                                        --------

     Total Current Assets                                                 17,288
                                                                        --------

     Fixed assets, net of depreciation                                    26,268
                                                                        --------

Other Assets:
     Intangible assets, net                                              504,645
     Security deposits                                                     7,065
                                                                        --------

     Total Other Assets                                                  511,710
                                                                        --------

TOTAL ASSETS                                                            $555,266
                                                                        ========


                                      F-1
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2005

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

<TABLE>
<S>                                                                      <C>
LIABILITIES
Current Liabilities:
     Current portion of notes payable                                    $   870,000
     Notes payable - bank                                                    216,500
     Notes payable - related parties                                         419,160
     Convertible debentures                                                  750,000
     Convertible debentures - prior owners                                   625,000
     Current portion of obligations under capital lease                        2,337
     Deferred compensation                                                   564,696
     Accounts payable and accrued expenses                                   795,792
                                                                         -----------

        Total Current Liabilities                                          4,243,485
                                                                         -----------

Long-term Liabilities:
     Notes payable, net of current portion                                   530,000
                                                                         -----------

        Total Long-term Liabilities                                          530,000
                                                                         -----------

        Total Liabilities                                                  4,773,485
                                                                         -----------

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 1,265,831 shares issued and outstanding                 1,266
     Common stock, $.10 Par Value; 65,000,000 shares authorized
        and 30,991,616 shares issued and 30,803,645 shares outstanding     3,099,172
     Treasury stock, 187,971 shares, at cost                                 (18,797)
     Additional paid-in capital                                            2,651,300
     Accumulated deficit                                                  (9,951,160)
                                                                         -----------

        Total Stockholders' (Deficit)                                     (4,218,219)
                                                                         -----------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                            $   555,266
                                                                         ===========
</TABLE>


                                      F-2
<PAGE>

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

<TABLE>
<CAPTION>
                                                          NINE MONTHS                     THREE MONTHS
                                                          SEPTEMBER 30,                   SEPTEMBER 30,
                                                     2005            2004            2005            2004
                                                 ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
OPERATING REVENUES
     Sales                                       $      5,000    $      6,900    $      5,000    $         --
                                                 ------------    ------------    ------------    ------------

COST OF SALES
     Development costs                                  8,000           4,313              --              --
     Amortization of intangible assets                 72,092          72,092          24,031          24,031
                                                 ------------    ------------    ------------    ------------
         Total Cost of Sales                           80,092          76,405          24,031          24,031
                                                 ------------    ------------    ------------    ------------

GROSS (LOSS)                                          (75,092)        (69,505)        (19,031)        (24,031)
                                                 ------------    ------------    ------------    ------------

OPERATING EXPENSES
     Compensation expense                             454,143         302,374         183,100         102,506
     Professional and consulting fees                 699,993         335,830         227,559          83,719
     Financing and commitment fees                     20,000          60,000              --              --
     Rent expense                                      68,623          75,287          22,874          29,583
     Other general and administrative expenses         73,153          85,675          21,998          25,260
     Depreciation and amortization                     12,294          15,844           4,098           1,624
                                                 ------------    ------------    ------------    ------------
         Total Operating Expenses                   1,328,206         875,010         459,629         242,692
                                                 ------------    ------------    ------------    ------------

LOSS BEFORE OTHER INCOME (EXPENSE)                 (1,403,298)       (944,515)       (478,660)       (266,723)

OTHER INCOME (EXPENSE)
     Beneficial conversion feature                         --      (3,660,000)             --              --
     Interest income                                       19             158              17             131
     Interest expense                                (156,170)       (103,885)        (60,171)        (43,378)
                                                 ------------    ------------    ------------    ------------
         Total Other Income (Expense)                (156,151)     (3,763,727)        (60,154)        (43,247)
                                                 ------------    ------------    ------------    ------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES         (1,559,449)     (4,708,242)       (538,814)       (309,970)
Provision for Income Taxes                                 --              --              --              --
                                                 ------------    ------------    ------------    ------------

NET LOSS APPLICABLE TO COMMON SHARES             $ (1,559,449)   $ (4,708,242)   $   (538,814)   $   (309,970)
                                                 ============    ============    ============    ============

NET LOSS PER BASIC AND DILUTED SHARES            $      (0.07)   $      (0.11)   $      (0.02)   $      (0.01)
                                                 ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                             21,474,555      42,095,367      29,557,766      45,775,000
                                                 ============    ============    ============    ============
</TABLE>


                                      F-3
<PAGE>

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

<TABLE>
<CAPTION>
                                                             2005           2004
                                                         -----------    -----------
<S>                                                      <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                              $(1,559,449)   $(4,708,242)
                                                         -----------    -----------

   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                            84,386         87,936
     Common stock issued for consulting services             376,500        150,000
     Beneficial conversion feature                                --      3,660,000

  Changes in assets and liabilities
     Decrease in accounts receivable                              --         11,055
     (Increase) in prepaid expenses and other assets              --             --
     Increase in deferred compensation                       339,184        (11,000)
     Increase (decrease) in accounts payable and
       and accrued expenses                                  402,608        198,918
                                                         -----------    -----------
     Total adjustments                                     1,202,678      4,096,909
                                                         -----------    -----------

     Net cash (used in) operating activities                (356,771)      (611,333)
                                                         -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITES
    Proceeds from the issuance of common stock                40,000             --
    Proceeds from note payable - bank                         16,500         75,000
    Payments of notes payable                                     --       (145,000)
    Proceeds from notes payable - related parties, net       169,160        100,000
    Proceeds from convertible debentures                     150,000        600,000
    Payments of obligations under capital lease               (2,053)        (7,811)
                                                         -----------    -----------

       Net cash provided by financing activities             373,607        622,189
                                                         -----------    -----------

NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                 16,836         10,856

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                          452         20,884
                                                         -----------    -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                $    17,288    $    31,740
                                                         ===========    ===========

CASH PAID DURING THE YEAR FOR:
    Interest expense                                     $    35,716    $   104,886
                                                         ===========    ===========

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:

    Common stock issued for consulting services          $   376,500    $   150,000
                                                         ===========    ===========

    Beneficial conversion feature recorded for:
        Convertible debentures                           $        --    $    60,000
        Warrants on note payable                                  --      3,600,000
                                                         -----------    -----------

                                                         $        --    $ 3,660,000
                                                         ===========    ===========

    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>


                                      F-4
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 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 "Company"), Solution
Technology International, Inc. ("STI") and STI Acquisition Corp., a newly formed
Delaware corporation, entered into an Agreement and Plan of Merger pursuant to
which the Company was required to issue shares equal to 90% of its outstanding
shares at the date of the merger for 100% of the outstanding shares of STI. As a
result of the Agreement, the transaction will be treated for accounting purposes
as a reverse merger by STI being the accounting acquirer.

STI incorporated in Delaware on April 27, 1993, is a software product company
based in Frederick, Maryland offering an enterprise solution for the global
insurance and reinsurance industry. 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-5
<PAGE>

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

NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Going Concern

As shown in the accompanying condensed consolidated financial statements the
Company has sustained net operating losses for the nine months ended September
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. This 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.

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.

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.


                                      F-6
<PAGE>

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

NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 who has developed a software package
to help insurance and reinsurance companies in their claims recovery process.

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-7
<PAGE>

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

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

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 nine months ended September 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-9
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 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 nine months ended September 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

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-10
<PAGE>

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

NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Loss Per Share of Common Stock (Continued)

                                               September 30,       September 30,
                                                   2005                2004
                                               ------------        ------------

Net loss                                       $ (1,559,449)       $ (4,708,242)
                                               ------------        ------------

Weighted-average common shares
Outstanding (Basic)                              21,474,555          42,095,367

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

Weighted-average common shares
Outstanding (Diluted)                            21,474,555          42,095,367
                                               ============        ============

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

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".


                                      F-11
<PAGE>

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

NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-Based Compensation (Continued)

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.

Recent Accounting Pronouncements

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


                                      F-12
<PAGE>

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

NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

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.

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 September 30, 2005 was as follows:

                                               Estimated
                                                 Useful           September 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                                  115,794
                                                                    --------
     Property and equipment, net                                    $ 26,268
                                                                    ========


                                      F-13
<PAGE>

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

NOTE 3-FIXED ASSETS (CONTINUED)

There was $12,294 and $15,844 charged to operations for depreciation expense for
the nine months ended September 30, 2005 and 2004, respectively.

NOTE 4-NOTES PAYABLE

The Company entered into an agreement with the Swiss Pool for Aviation Insurance
("SPL") whereby SPL advanced the Company under their Master SurSite Agreement, a
license/hosting fee and associated professional service fees. Advanced fees were
recognized as both revenue to the Company for achieving certain benchmarks in
accordance with the agreement, and certain fees were advances to be repaid due
to contractual obligations to SPL. The original terms were for the advances to
be repaid in a period not to exceed five years, no interest. In 2004, interest
started accruing at 2.5% annually. The Company originally was advanced $700,000
from June 2002 through October 2002, and credited one quarterly maintenance fee
of $35,000 in 2002 and two quarterly maintenance fees totaling $70,000 in 2003.
Additionally, SPL advanced another $200,000 in 2003 at 9% interest annually of
which $45,000 was repaid in July 2004. Interest expense for the nine months
ended September 30, 2005 and 2004 were $14,063 and $18,049, respectively. The
note payable balance due at September 30, 2005 was $750,000. (See Note 9).

NOTE 5-NOTES PAYABLE - BANK

The Company during 2005 and 2004 maintained a $216,500 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 September 30, 2005 was $216,500. Interest for the nine months
ended September 30, 2005 and 2004 was $20,451 and $2,957, respectively.


                                      F-14
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 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 2006 and March
2006, 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 nine months ended September 30, 2005 and 2004 was $4,598 and
$1,333, respectively. The note due June 2005 has been extended by the parties
until the Company can obtain equity financing.

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 September 30, 2005 is $50,225.
Interest expense for the nine months ended September 30, 2005 and 2004 was
$3,352 and $1,286, 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 nine months ended September
30, 2005 was $7,750.The parties agreed to extend the payment of the promissory
note to January 31, 2006 and pay $21,250 by September 30, 2005. This date has
been extended by the parties until the Company obtains equity financing.

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. This director funded an additional $20,000
on September 30, 2005, with the same terms of the March 25, 2005 agreement. The
notes bear interest at 10% per annum. Interest expense for the nine months ended
September 30, 2005 was $878.

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 nine months ended September 30, 2005 was $2,667.


                                      F-15
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 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 September 30, 2005. Interest expense for the nine months
ended September 30, 2005 and 2004 was $36,563 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 September 30, 2004.


                                      F-16
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 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. The Company also recorded a $60,000
charge to income due to the beneficial conversion feature on the debentures in
the period ended September 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 September 30, 2005 is $750,000. Interest expense on
the convertible debentures for the nine months ended September 30, 2005 and 2004
was $28,500 and $5,229, respectively.


                                      F-17
<PAGE>

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

NOTE 9-LONG-TERM DEBT

      Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                             September 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                                   870,000            460,000
                                                             ----------         ----------

      Long-term debt - net of current maturities             $  530,000         $  940,000
                                                             ==========         ==========
</TABLE>

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

            2006                                          $  870,000
            2007                                             330,000
            2008                                             200,000
                                                          ----------

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


                                      F-18
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 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. Interest has been included in the
rate of 8% per annum and amounts to $37,863 for the nine months ended
September 30, 2005


                                      F-19
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 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 $72,092 and $72,092 for the
nine months ended September 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 September 30, 2005, are as
follows:

            2006                                            $ 2,976

            Less: amounts representing interest                (639)
            Less: current portion                            (2,337)
                                                            -------

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


                                      F-20
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 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 2006. 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 September 30, 2005, are as
follows:

2006            $ 60,759
                ========

NOTE 14-ACCRUED COMPENSATION

The Company as of September 30, 2005 has accrued compensation to officers and
employees in the amount of $564,696. 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-21
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 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 September 30, 2005 has 1,265,831 of the Class A Preferred Shares
issued and outstanding. 50,000 were converted to common stock on July 18, 2005.

Common Stock

As of September 30, 2005, the Company has 65,000,000 shares of common stock
authorized and 30,991,616 shares issued and outstanding. The par value of the
common stock is $.10.

During the nine months ended September 30, 2005, the Company issued:

9,494,100 shares were issued to Solution Technology, Inc. shareholders in the
share exchange. This represents a partial issuance.

1,407,000 shares of common stock in conversion of 140,700 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-22
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 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>
                                                               Nine Months Ended September 30,
                                                               -------------------------------
                                                                    2005             2004
                                                               -------------    -------------
<S>                                                            <C>              <C>
      Net loss:
        As reported                                              ($1,559,449)     ($4,708,242)
        Total stock-based employee compensation
           expense determined under fair value based
           method for all awards, net of related tax effects              (0)        (469,532)
                                                               -------------    -------------
         Pro forma                                               ($1,559,449)     ($5,177,774)
      Net loss per share:
         As reported:
            Basic                                                     ($0.07)          ($0.11)
            Diluted                                                   ($0.07)          ($0.11)
         Pro forma:
            Basic                                                     ($0.07)          ($0.12)
            Diluted                                                   ($0.07)          ($0.12)
</TABLE>


                                      F-23
<PAGE>

                  NETWORTH TECHNOLOGIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 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 September 30, 2005, deferred tax assets consist of the following:

                                                              September 30,
                                                                 2005
                                                              -----------
      Net operating losses                                    $ 3,469,934
      Amortization of intangible assets                           (16,020)
                                                              -----------

                                                                3,453,914

      Valuation allowance                                      (3,453,914)
                                                              -----------

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

At September 30, 2005, the Company had deficits accumulated in the approximate
amount of $9,951,160, 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-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.
The Plaintiff is claiming damages of $8,539.80. No settlement has been reached.
The litigation is active.


                                      F-24
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Forward Looking Statements

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

OVERVIEW

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

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

We plan to market and sell our products worldwide, at the outset by utilizing a
network of international industry contacts developed by senior management and
indirectly through third parties. As part of the planned scaling of the
organization, the Company will establish an international sales force by hiring
experienced professionals with well-established track records and contacts
throughout the insurance and reinsurance industry. The Company plans to
establish a presence in the London market since it is the global center of
reinsurance trading. During the summer of 2005, we established the first of
three planned sales teams with responsibility for the North American market. The
U.S. team is managed by two reinsurance professionals, both former insurance
brokers who have commenced discussions with U.S. and Bermuda based insurance and
reinsurance prospects.

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

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


                                       1
<PAGE>

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

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

NINE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

Revenues for 2005 were $5,000 as compared to $6,900 for 2004. The revenues were
from consulting fees earned on a contract that STI had which was non-recurring
in nature.

Cost of revenue for 2005 was $80,092 compared to $76,405 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 $1,328,206 as compared to $875,010 in 2004, an
increase of approximately $453,196 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 $(156,151) for 2005 compared to $(3,763,727) 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.

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

Revenues for 2005 were $5,000 as compared to $0 for 2004. The revenues were from
consulting fees earned on a contract that STI had which was non-recurring in
nature.

Cost of revenue for 2005 was $24,031 and $24,031 for 2004.

Operating expenses for 2005 were $459,629 as compared to $242,692 in 2004, an
increase of approximately $216,937 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 $(60,154) for 2005 compared to $(43,247) for 2004.
The increase was due to higher debt in 2005 creating an increase in the interest
expense for that period.


                                       2
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2005, the Company had a net working capital deficit of
$4,226,197. The working capital deficit was mainly due to the convertible
debentures the Company has of $1,375,000, other notes payable of $1,505,660 and
accounts payable and accrued expenses of $1,323,425 which includes deferred
compensation of $564,696. 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 $356,771 in operating activities in 2005 mostly due to the
operating loss of $1,522,386 for the nine months ended 2005, compared to using
$611,333 in 2004 and a net loss of $4,708,242 for the nine months ended
September 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 $373,607 in 2005
compared to $622,189 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 September 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 have evaluated the effectiveness of our
disclosure controls and procedures as of September 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.

(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 September 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.


                                       3
<PAGE>

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.


                                       4
<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. Defaults Upon Senior Securities

NetWorth received a total of $625,000 under secured convertible debentures
issued to Montgomery Equity Partners, Ltd. ("Montgomery") and Advantage Capital
Development Corp. ("Advantage"), companies affiliated with Cornell Capital
Partners, LP to the Company's knowledge, that are convertible into shares of our
Common Stock at a price equal to either (a) an amount equal to one hundred
twenty percent (120%) of the closing bid price of the common stock as of the
closing date or (b) an amount equal to eighty percent (80%) of the lowest volume
weighted average price of the common stock for the thirty trading days
immediately preceding the conversion date. The convertible debentures matured in
August 2005 and have full registration rights. The convertible debentures are
secured by all of the Company's assets. The Company is in default under the
terms of the convertible debentures. Montgomery assigned its interest in the
debenture to Advantage on March 10, 2005. Accordingly, Advantage has the right
to accelerate all payments owed of principal and interest or they can convert
the amounts owed into shares of our Common Stock.

Item 6.  Exhibits

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

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

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


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

                                       5
<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: November 14, 2005        By: /s/ Anthony Q. Joffe
                                   ---------------------------------------------
                                   Anthony Q. Joffe, Chief Executive Officer and
                                   Chief Financial Officer


                                       6
<PAGE>