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 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                                                   5
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS        __
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                                                            5
<PAGE>







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



<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



                                      F-1
<PAGE>

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

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

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

  Fixed assets, net of depreciation                                      18,100
                                                                   -------------
Other Assets:
  Intangible assets, net                                                504,645
  Security deposits                                                       7,065
                                                                   -------------

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

TOTAL ASSETS                                                       $    547,098
                                                                   =============
        LIABILITIES AND STOCKHOLDERS' (DEFICIT)

LIABILITIES
Current Liabilities:
  Current portion of notes payable                                 $    849,190
  Notes payable - bank                                                  216,500
  Notes payable - related parties                                       578,103
  Convertible debentures                                                835,260
  Derivative liability                                                2,077,598
  Current portion of obligations under capital lease                      2,337
  Liability for stock to be issued                                    3,272,721
  Accrued compensation                                                  397,753
  Accounts payable and accrued expenses                                 848,726
                                                                   -------------

      Total Current Liabilities                                       9,078,188
                                                                   -------------
Long-term Liabilities:
  Notes payable, net of current portion                                 495,000
                                                                   -------------

      Total Long-term Liabilities                                       495,000
                                                                   -------------

      Total Liabilities                                               9,573,188
                                                                   -------------
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                                                 --
  Accumulated deficit                                               (12,107,731)
                                                                   -------------
      Total Stockholders' (Deficit)                                  (9,026,090)
                                                                   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                      $    547,098
                                                                   =============

         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 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
                                               ------------    ------------    ------------    ------------
                                                 (Restated)      (Restated)      (Restated)
<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                     13,550          15,844           4,517           1,624
                                               ------------    ------------    ------------    ------------
       Total Operating Expenses                   1,329,462         875,010         460,048         242,692
                                               ------------    ------------    ------------    ------------

LOSS BEFORE OTHER INCOME (EXPENSE)               (1,404,554)       (944,515)       (479,079)       (266,723)

OTHER INCOME (EXPENSE)
   Other income (expense)                           (62,434)       (120,000)        (20,811)           --
   Interest income                                       19             158              17             131
   Interest expense                              (1,294,028)       (103,885)     (1,098,970)        (43,378)
                                               ------------    ------------    ------------    ------------
       Total Other Income (Expense)              (1,356,443)       (223,727)     (1,119,764)        (43,247)
                                               ------------    ------------    ------------    ------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES       (2,760,997)     (1,168,242)     (1,598,843)       (309,970)
Provision for Income Taxes                             --              --              --              --
                                               ------------    ------------    ------------    ------------

NET LOSS APPLICABLE TO COMMON SHARES           $ (2,760,997)   $ (1,168,242)   $ (1,598,843)   $   (309,970)
                                               ============    ============    ============    ============

NET LOSS PER BASIC AND DILUTED SHARES          $      (0.13)   $      (0.03)   $      (0.05)   $      (0.01)
                                               ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                           20,866,683      42,095,367      29,557,766      45,775,000
                                               ============    ============    ============    ============
</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 NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    2005          2004
                                                                ------------  -----------
                                                                 (Restated)    (Restated)
<S>                                                             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                     $(2,760,997)  $(1,168,242)
                                                                ------------  -----------
   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                                  85,642         87,936
     Loss from derivative liability on convertible debenture     1,137,858             --
     Common stock issued for consulting services                   376,500        150,000
     Amortization of debt extinguishment                            62,434             --

  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                                           2,404,226        436,909
                                                               -----------    -----------
     Net cash (used in) operating activities                      (356,771)      (731,333)
                                                               -----------    -----------
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, net                                      --        (25,000)
    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        742,189
                                                               -----------    -----------
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
                                                               ===========    ===========
    Liability for shares to be issued                          $ 3,272,721    $        --
                                                               ===========    ===========
    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
                           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/A 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" or the "Company") 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 incorporated in Delaware on April 27, 1993, is a software product
         company based in Frederick, Maryland offering an enterprise solution
         for the global insurance and reinsurance industry. The Company has
         created complex reinsurance algorithms and methodologies to support
         automation of complex technical accounting methods and claims recovery
         processes. The Company has also developed sophisticated expert
         underwriting methods and trend analysis tools that support the
         insurance and reinsurance industries.

         The Company has amended its condensed consolidated financial statements
         due to restatements of its financial statements for the years ended
         December 31, 2004 and 2003, and due to restatements made with respect
         to certain of the adjustments regarding classification of liabilities
         and amortization of discounts on debt extinguishment that occurred in
         2004.

                                      F-5
<PAGE>

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

NOTE 1-  ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

         Going Concern

         As shown in the accompanying financial statements the Company has
         incurred recurring losses of $2,760,997 and $1,168,242 for the nine
         months and $1,598,843 and $309,970 for the three months ended September
         30, 2005 and 2004, respectively, and has a working capital deficiency
         of $9,060,900 as of September 30, 2005. The Company is overdue on their
         debt obligations, and has generated very little revenue. There is no
         guarantee that the Company will be able to raise enough capital or
         generate revenues to sustain its operations. These conditions raise
         substantial doubt about the Company's ability to continue as a going
         concern for a reasonable period.

         Management believes that the Company's capital requirements will depend
         on many factors including the success of the Company's stock
         post-merger with Solution Technology, International Inc. which occurred
         in May 2005, as well as its sales efforts. The Company has borrowed
         additional amounts from lending sources as well as related parties to
         fund its operations, until the Company can file a registration
         statement with the Securities and Exchange Commission in order to raise
         12 million dollars, which the Company has received a term sheet, to
         enable the Company to expand and carry out its business plan. The
         Company's ability to continue as a going concern for a reasonable
         period is dependent upon management's ability to raise additional
         interim capital and, ultimately, achieve profitable operations. There
         can be no assurance that management will be able to raise sufficient
         capital, under terms satisfactory to the Company, if at all.

         The condensed consolidated financial statements do not include any
         adjustments relating to the carrying amounts of recorded assets or the
         carrying amounts and classification of recorded liabilities that may be
         required should the Company be unable to continue as a going concern.

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation

         The condensed consolidated financial statements include the accounts of
         the Company and all of its wholly owned subsidiaries. All significant
         intercompany accounts and transactions have been eliminated in
         consolidation.

                                      F-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)

         Use of Estimates

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

         Cash and Cash Equivalents

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

         Intangible Assets

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

         Costs incurred in creating products are charged to expense when
         incurred as research and development until technological feasibility is
         established upon completion of a working model. Thereafter, all
         software production costs are capitalized and carried at cost.
         Capitalized costs are amortized based on straight-line amortization
         over the remaining estimated economic life of the product - ten years.
         Amortization included in cost of sales is $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. All costs capitalized occurred from 2001 through
         2002. At that point the software and related technology was deemed
         completed.

                                      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)

         Intangible Assets (Continued)

         Identified intangible assets are regularly reviewed to determine
         whether facts and circumstances exist which indicate that the useful
         life is shorter than originally estimated or the carrying amount of
         assets may not be recoverable. The Company assesses the recoverability
         of its identifiable intangible assets by comparing the projected
         discounted net cash flows associated with the related asset or group of
         assets over their remaining lives against their respective carrying
         amounts. Impairment, if any, is based on the excess of the carrying
         amount over the fair value of those assets.


<TABLE>
<CAPTION>
                                                                As of September 30, 2005
                                                          Gross
                                                         Carrying    Accumulated
                                                          Amount     Amortization       Net
                                                       -----------  -------------  ------------
<S>                                                    <C>          <C>            <C>
Amortized Intangible Assets:

       Software and related technology                 $  961,229   $    456,584   $   504,645
                                                       ===========  =============  ============


Amortization Expense:

       For the nine months ended September 30, 2005                 $     72,092
       For the nine months ended September 30, 2004                       72,092


Estimated Amortization Expense:

       For the three months ended December 31, 2005                 $     24,030
       For the year ended December 31, 2006                               96,123
       For the year ended December 31, 2007                               96,123
       For the year ended December 31, 2008                               96,123
       For the year ended December 31, 2009                               96,123
       For the year ended December 31, 2010                               96,123
                                                                    -------------

                    Total                                           $    504,645
                                                                    =============
</TABLE>

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

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

         Income Taxes

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

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

         The carrying amounts reported in the condensed consolidated balance
         sheet for cash and cash equivalents, and accounts payable approximate
         fair value because of the immediate or short-term maturity of these
         financial instruments. For the notes payable, the carrying amount
         reported is based upon the incremental borrowing rates otherwise
         available to the Company for similar borrowings. For the convertible
         debentures, fair values were calculated at net present value using the
         Company's weighted average borrowing rate for debt instruments without
         conversion features applied to total future cash flows of the
         instruments.

                                      F-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)

         Convertible Instruments

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

         Derivative Financial Instruments

         The Company generally does not use derivative financial instruments to
         hedge exposures to cash-flow or market risks. However, certain other
         financial instruments, such as warrants or options to acquire common
         stock and the embedded conversion features of debt and preferred
         instruments that are indexed to the Company's common stock, are
         classified as liabilities when either (a) the holder possesses rights
         to net-cash settlement or (b) physical or net share settlement is not
         within the control of the Company. In such instances, net-cash
         settlement is assumed for financial accounting and reporting, even when
         the terms of the underlying contracts do not provide for net-cash
         settlement. Such financial instruments are initially recorded at fair
         value and subsequently adjusted to fair value at the close of each
         reporting period. Fair value for option-based derivative financial
         instruments is determined using the Black-Scholes Valuation Method.
         These derivative financial instruments are indexed to an aggregate of
         54,973,481 shares of the Company's common stock as of December 31, 2004
         and 93,723,481 as of September 30, 2005 and are carried at fair value.
         The embedded conversion feature amounted to $501,455 at December 31,
         2004, and $2,077,598 at September 30, 2005 and the Company recognized a
         fair value adjustment during the nine months ended September 30, 2005
         of $1,137,858.


                                      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)

         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

         Fixed assets 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.

         Impairment of Long-Lived Assets

         Long-lived assets, primarily fixed assets and intangible assets, are
         reviewed for impairment whenever events or changes in circumstances
         indicate that the carrying amount of the assets might not be
         recoverable. The Company does not perform a periodic assessment of
         assets for impairment in the absence of such information or indicators.
         Conditions that would necessitate an impairment assessment include a
         significant decline in the observable market value of an asset, a
         significant change in the extent or manner in which an asset is used,
         or a significant adverse change that would indicate that the carrying
         amount of an asset or group of assets is not recoverable. For
         long-lived assets to be held and used, the Company recognizes an
         impairment loss only if its carrying amount is not recoverable through
         its undiscounted cash flows and measures the impairment loss based on
         the difference between the carrying amount and estimated fair value.


                                      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)

         Earnings (Loss) Per Share of Common Stock

         Basic net income (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:

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

Net loss                                    $ (2,760,997)   $ (1,168,242)
                                            ------------    ------------

Weighted-average common shares
Outstanding (Basic)                           20,866,683      42,095,367

Weighted-average common stock
Equivalents
     Stock options
     Warrants
                                            ------------    ------------
Weighted-average common shares
Outstanding (Diluted)                         20,866,683      42,095,367
                                            ============    ============


                                      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)

         Stock-Based Compensation

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

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

         Recent Accounting Pronouncements

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


                                      F-13
<PAGE>

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

NOTE 3-  FIXED ASSETS

         Fixed assets as of September 30, 2005 were as follows:

                                                 Estimated Useful
                                                  Lives (Years)
                                                  -------------
         Furniture and fixtures                         7              $23,268
         Machinery and equipment                       3-7              80,016
         Leasehold improvements                         6               11,870
         Vehicles                                       5               26,908
                                                                        ------
                                                                       142,062
         Less: accumulated depreciation                                123,962
                                                                       -------
         Property and equipment, net                                  $ 18,100
                                                                      ========

         Included in machinery and equipment is $11,298 in equipment held under
         capital lease. The accumulated depreciation on this equipment as of
         September 30, 2005 is $7,895. There was $13,550 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 June 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. All amounts are included as current liabilities due to the
         fact that these amounts are due on demand.


                                      F-14
<PAGE>

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

NOTE 4-  NOTES PAYABLE  (CONTINUED)

         The Company entered into a revolving promissory note agreement (the
         "Agreement") with Crosshill Georgetown Capital, L.P. ("Crosshill") on
         January 10, 2003. Pursuant to the Agreement, Crosshill loaned the
         Company $750,000 which matures upon the earlier of the Company closing
         on an equity raise of not less than $2,000,000 or July 10, 2003, which
         has been amended on various occasions through December 31, 2004. The
         note accrued interest at 12% annually. This note was converted to
         long-term debt on July 1, 2004. The Company had $650,000 outstanding at
         September 30, 2005. Interest expense for the nine months ended
         September 30, 2005 and 2004 was $28,500 and $87,792 due to added
         interest payments due to late payments made by the Company. In
         accordance with EITF 96-16, "Debtor's Accounting for a Modification or
         Exchange of Debt Instruments," the Company has recognized a gain of
         $83,245 due to a substantial modification to the terms of the note
         agreement. As of September 30, 2005 $62,434 has been amortized into
         expense.

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


         Notes payable at September 30, 2005 consists of the following:

<TABLE>
<S>                                                                            <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%.                                 $   750,000

         Installment note payable to Crosshill due through
         April 2007, principal payments of $65,000 payable
         quarterly commencing October 1, 2004 (extended to
         January 1, 2007) interest at 7.5% (with an effective
         interest rate of 12%) due monthly net of gain on debt .
         extinguishment of $20,811                                                 594,190
                                                                              -------------

         Total notes payable                                                     1,344,190
         Less current maturities                                                   849,190
                                                                              -------------

         Notes payable - net of current maturities                             $   495,000
                                                                              =============
</TABLE>


                                      F-15
<PAGE>

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

NOTE 4-  NOTES PAYABLE  (CONTINUED)


         The approximate aggregate amount of all note payable maturities for the
         next three periods ending September 30, 2005 is as follows:

                      2006               $   849,190
                      2007                   295,000
                      2008                   200,000
                                         ------------
                                         $ 1,344,190
                                         ============

NOTE 5-  NOTES PAYABLE - BANK

         On September 29, 2005, the Company increased their lines of credit to
         $216,500 from $200, 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% (9.00% at September 30, 2005).
         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.

NOTE 6-  NOTES PAYABLE - RELATED PARTIES

         The Company has notes payable due to three related parties:

         Two unsecured notes payable in the aggregate amount of $50,000 to a
         director of the organization, due June 2005 or upon obtaining an equity
         line of credit whichever is earlier, with interest payable at 8%.
         Interest expense for the nine months ended September 30, 2005 and 2004
         was $3,000 and $1,333, respectively. As of December 2005, the Company
         provides the director an update on the status of the repayment of the
         note. The Company recorded the issuance of 4,000,000 warrants in
         connection with these notes at $8,000 and that amount is included in
         additional paid-in capital.

         An unsecured note payable in the amount of $50,000 to an officer of the
         Company, due December 31, 2004, which has been extended until the
         Company obtains an equity line of credit, with interest payable at 6.5%
         and increased to amounts up to $100,000. The balance outstanding at
         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.
         As of December 2005, the Company provides the director an update on the
         status of the repayment of the note.


                                      F-16
<PAGE>

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

NOTE 6-  NOTES PAYABLE - RELATED PARTIES (CONTINUED)

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

         An unsecured $10,000 note payable to a director of the organization,
         due March 2006 or upon obtaining an equity line of credit, whichever is
         earlier, with interest payable at 10%. Interest expense for the nine
         months ended September 30, 2005 was $542.

         An unsecured $20,000 note payable to a director of the organization,
         due March 2006 or upon obtaining an equity line of credit, whichever is
         earlier, with interest payable at 10%. Interest expense for the nine
         months ended September 30, 2005 was $1,057.

         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 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.


NOTE 7-  CONVERTIBLE DEBENTURES

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


                                      F-17
<PAGE>

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

NOTE 7-  CONVERTIBLE DEBENTURES (CONTINUED)

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

         The embedded derivative does not qualify as a fair value or cash flow
         hedge under SFAS No. 133. Accordingly, changes in the fair value of the
         embedded derivative are immediately recognized in earnings and
         classified as a gain or loss on the embedded derivative financial
         instrument in the accompanying statements of operations. There was a
         loss of $1,137,858 recognized for the nine months ended September 30,
         2005.

                                      F-18
<PAGE>

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

NOTE 7-  CONVERTIBLE DEBENTURES (CONTINUED)

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

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

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


                                      F-19
<PAGE>

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

NOTE 7-  CONVERTIBLE DEBENTURES (CONTINUED)

         Interest expense on the convertible debentures was $65,563 and $5,229
         for the nine months ended September 30, 2005 and 2004, respectively.
         Accrued interest at September 30, 2005 is $75,398.

NOTE 8-  COMMITMENTS AND CONTINGENCIES

         Capital Lease Obligations

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

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

                           2006                               $    2,976

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

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

         Operating Lease

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

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

                           2006                               $   60,759

         Rent expense for the nine months ended September 30, 2005 and 2004 was
         $68,623 and $75,287, respectively.

                                      F-20
<PAGE>

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


NOTE 9-  STOCKHOLDERS' DEFICIT

         Preferred Stock

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

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

         The Company at 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.

                                      F-21
<PAGE>

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

NOTE 9-  STOCKHOLDERS' DEFICIT (CONTINUED)

         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 30,803,645
         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 7
         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.

         Upon the effective Schedule 14C, the Company will have the available
         authorized shares to issue to STI for the merger. The Company has
         reflected a liability for stock to be issued at $.02 per share for the
         173,130,150 shares to be issued to STI, net of the 9,494,100 shares
         issued in the quarter ended September 30, 2005 in consideration for the
         100% of STI shares which were cancelled June 20, 2005, the effective
         date of the merger of the two companies.

         Stock Options and Warrants

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

                                      F-22
<PAGE>

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

NOTE 9-  STOCKHOLDERS' DEFICIT (CONTINUED)

         Stock Options and Warrants (Continued)


<TABLE>
<CAPTION>
                                                         Nine Months Ended September 30,
                                                             2005             2004
                                                             ----             ----
<S>                                                      <C>              <C>
Net loss:
  As reported                                            ($ 2,760,997)   ($ 1,168,242)
  Add: Stock-based employee compensation expense
     included in reported net loss, net of related
     tax effects                                                   --             --
  Less: Total stock-based employee compensation
     expense determined under fair value based
     method for all awards, net of related tax
     effects                                                      (--)           (--)
                                                         ------------    ------------
   Pro forma                                             ($ 2,760,997)   ($ 1,168,242)
Net loss per share:
   As reported:
      Basic                                                    ($0.13)        ($0.03)
      Diluted                                                  ($0.13)        ($0.03)
   Pro forma:
      Basic                                                    ($0.13)        ($0.03)
      Diluted                                                  ($0.13)        ($0.03)
</TABLE>


NOTE 10- PROVISION FOR INCOME TAXES

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

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

                                      F-23
<PAGE>

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

NOTE 10- PROVISION FOR INCOME TAXES (CONTINUED)

                                                       2005
                                                   -----------
         Net operating losses                      $ 3,003,903
         Amortization of intangible assets             (24,030)
                                                   -----------

                                                     2,979,873

         Valuation allowance                        (2,979,873)
                                                   -----------
                                                   $        --
                                                   ===========


         At September 30, 2005, the Company had a net operating loss
         carryforward in the approximate amount of $8,835,010, 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.

         A reconciliation of the Company's effective tax rate as a percentage of
         income before taxes and federal statutory rate for the nine months
         ended September 30, 2005 and 2004 is summarized as follows:


                                                         -----------------------
                                                             2005        2004
                                                         -----------  ----------
         Federal statutory rate                            (34.0)%     (34.0)%
         State income taxes, net of federal benefits         3.3         3.3
         Valuation allowance                                 30.7        30.7
                                                         -----------  ----------
                                                              0%          0%
                                                         ===========  ==========

NOTE 11- 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>

<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 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.


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<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.


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<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.


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<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.


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<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.

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<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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