UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) March 22, 2006


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


          Delaware                      0-27842                  54-1778587
(State or Other Jurisdiction          (Commission             (I.R.S. Employer
      of Incorporation)              File Number)            Identification No.)


                  101 SW 11th Avenue, Boca Raton, Florida 33486
               (Address of Principal Executive Office) (Zip Code)


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


                                 Not Applicable
         (Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

   |_|   Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)
   |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)
   |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))
   |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

                Section 1 - Registrant's Business and Operations

Item 4.02     Non-Reliance on Previously Issued Financial Statements Or A
Related Audit Report Or Completed Interim Review

              The Registrant was advised by its independent registered
accounting firm, Wheeler, Herman, Hopkins & Lagore, in connection with the
recent audit of the December 31, 2004 financial statements of Solution
Technology International, Inc. ("STI"), the Registrant's wholly-owned subsidiary
with which it merged effective June 20, 2005, that it had to apply EITF 00-19,
"Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company's Own Stock" and SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities" to the convertible debentures in the
principal amount of $600,000 that it issued to Cornell Capital Partners in 2004.
Accordingly, the Board of Directors of the Registrant determined that the June
30, 2005 and September 30, 2005 interim financial statements of the Registrant
should not be relied upon because of the error. As a result of the application
of these pronouncements, at June 30, 2005 the Registrant recorded a derivative
liability of $1,038,799 and convertible debentures of $835,260, and at September
30, 2005 the Registrant recorded a derivative liability of $2,077,598 and
convertible debentures of $835,260. The audit of the STI December 31, 2004
financial statements was completed December 5, 2005.

              Further, after the Registrant filed a preliminary Schedule 14C
with the Securities and Exchange Commission on January 19, 2006, the subsequent
comments by the SEC to the preliminary Schedule 14C identified a need to show
liability for shares of the Registrant's common stock to be issued to the former
STI shareholders in connection with the merger agreement between STI and the
Registrant dated May 19, 2005. On the basis of this error, the Registrant
determined that the June 30, 2005 and September 30, 2005 interim financial
statements of the Registrant should not be relied upon and it recorded a
liability of $3,462,603 and $3,272,721, respectively, for these interim
financial statements.

Item 9.01     Financial Statements and Exhibits

       (d)    Exhibits

              99.1    Restated financial information for the Quarters ended
                      June 30, 2005 and September 30, 2005

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                                NETWORTH TECHNOLOGIES, INC.


Dated: March 22, 2006                           By: /s/Anthony Joffe
                                                    ------------------------
                                                    Anthony Joffe
                                                    President
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) March 22, 2006

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

          Delaware                      0-27842                  54-1778587
(State or Other Jurisdiction          (Commission             (I.R.S. Employer
      of Incorporation)              File Number)            Identification No.)

                  101 SW 11th Avenue, Boca Raton, Florida 33486
               (Address of Principal Executive Office) (Zip Code)

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

                                 Not Applicable
         (Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

   |_|   Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)
   |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)
   |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))
   |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations

Item 4.02     Non-Reliance on Previously Issued Financial Statements Or A
Related Audit Report Or Completed Interim Review

              The Registrant was advised by its independent registered
accounting firm, Wheeler, Herman, Hopkins & Lagore, in connection with the
recent audit of the December 31, 2004 financial statements of Solution
Technology International, Inc. ("STI"), the Registrant's wholly-owned subsidiary
with which it merged effective June 20, 2005, that it had to apply EITF 00-19,
"Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company's Own Stock" and SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities" to the convertible debentures in the
principal amount of $600,000 that it issued to Cornell Capital Partners in 2004.
Accordingly, the Board of Directors of the Registrant determined that the June
30, 2005 and September 30, 2005 interim financial statements of the Registrant
should not be relied upon because of the error. As a result of the application
of these pronouncements, at June 30, 2005 the Registrant recorded a derivative
liability of $1,038,799 and convertible debentures of $835,260, and at September
30, 2005 the Registrant recorded a derivative liability of $2,077,598 and
convertible debentures of $835,260. The audit of the STI December 31, 2004
financial statements was completed December 5, 2005.

              Further, after the Registrant filed a preliminary Schedule 14C
with the Securities and Exchange Commission on January 19, 2006, the subsequent
comments by the SEC to the preliminary Schedule 14C identified a need to show
liability for shares of the Registrant's common stock to be issued to the former
STI shareholders in connection with the merger agreement between STI and the
Registrant dated May 19, 2005. On the basis of this error, the Registrant
determined that the June 30, 2005 and September 30, 2005 interim financial
statements of the Registrant should not be relied upon and it recorded a
liability of $3,462,603 and $3,272,721, respectively, for these interim
financial statements.

Item 9.01     Financial Statements and Exhibits

       (d)    Exhibits

              99.1    Restated financial information for the Quarters ended
                      June 30, 2005 and September 30, 2005
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                                NETWORTH TECHNOLOGIES, INC.

Dated: March 22, 2006                           By: /s/Anthony Joffe
                                                    ------------------------
                                                    Anthony Joffe
                                                    President