SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-KSB

(Mark One)

[X ]     Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended August 31, 2006.

[  ]      Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)for the transition period from  to.

Commission file number: 000-33255

NEWTECH RESOURCES LTD. (Exact name of small business issuer as specified in its charter)

|NEVADA(State or other jurisdiction of incorporation or organization) | 98-0342217(IRS Employer Identification Number)
|-------------------------------------------------------------------- | ----------------------------------------------

2610-1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X2(Address of Principal Executive Office)          (Postal Code)

(604) 684-4691(Issuers telephone number, Including Area Code)

Securities registered under Section 12(g) of the Exchange Act:

|Title of Each ClassCommon Stock ($0.001 Par Value) | 
|-------------------------------------------------- | 

Check whether the registrant: (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.

YesX          No

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and if no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [ ].

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YesX          No

The registrant's net sales for the year ended August 31, 2006, were $0.

The aggregate market value of the registrant's common stock, $0.001 par value (the only class of voting stock), held by non-affiliates was approximately $1,039,045 based on the average closing bid and asked prices for the common stock on October 31, 2006.

At November 8, 2006, the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), was 29,686,996.

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TABLE OF CONTENTS



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|          |                                                                                                      |  |  | Page
|          |                                                                                                      |  |  |     
|PART I.   |                                                                                                      |  |  |     
|          | Item     1.     Description of Business                                                              |  |  | 3    | 
|          | Item     2.     Description of Property                                                              |  |  | 7    | 
|          | Item     3.     Legal Proceedings                                                                    |  |  | 7    | 
|          | Item     4.     Submission of Matters to a Vote of Security Holders                                  |  |  | 7    | 
|PART II.  |                                                                                                      |  |  |     
|          | Item     5.     Market for Common Equity and Related Stockholder Matters                             |  |  | 8    | 
|          | Item     6.     Management's Plan of Operation                                                       |  |  | 9    | 
|          | Item     7.     Financial Statements                                                                 |  |  | 13   | 
|          | Item     8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  |  | 14   | 
|          | Item     8A.  Controls and Procedures                                                                |  |  | 14   | 
|          | Item     8B.  Other Information                                                                      |  |  | 14   | 
|PART III. |                                                                                                      |  |  |     
|          | Item     9.        Directors and Executive Officer                                                   |  |  | 14   | 
|          | Item     10.     Executive Compensation                                                              |  |  | 16   | 
|          | Item     11.     Security Ownership of Certain Beneficial Owners and Management                      |  |  | 16   | 
|          | Item     12.     Certain Relationships and Related Transactions                                      |  |  | 16   | 
|          | Item     13.     Exhibits                                                                            |  |  | 16   | 
|          | Item     14.     Principal Accountant Fees and Services                                              |  |  | 17   | 
|          | Signatures                                                                                           |  |  | 18   | 
|          |                                                                                                      |  |  |     

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PART I

Corporate History.

As used herein, the term Company refers to Newtech Resources Ltd., unless the context indicates otherwise. Newtech Resources Ltd. was organized under the laws of the State of Nevada on July 27, 1998 and subsequently became involved in the research and development of glycosylated cystatins and non-glycosylated cystatins pursuant to the terms of an option agreement with Kaizen Food Corporation (Kaizen). The Company had hoped to manufacture, market and sell glycosylated cystatins and non-glycosylated cystatins to research laboratories.

The agreement granted the Company an option to exercise an exclusive license to manufacture, market, and sub-license the end products of pre-clinical trials of glycosylated cystatins and non-glycosylated cystatins in exchange for funding Kaizans research and development. The option agreement required that the Company fund Kaizan in excess of $2,000,000 by June of 2004. Despite considerable effort, the Company was unable to secure the required funding. On November 25, 2003 Kaizen placed the Company on notice that it was in default of the terms of the option agreement. The Company was unable to remedy the default and has since abandoned its agreement with Kaizen.

Selection of a Business.

The Company is now considering other business opportunities either through merger or acquisition that might create value for its shareholders. The Company has no day-to-day operations at the present time. Our sole officer and director devotes limited time and attention to the affairs of the Company. Management has adopted a conservative policy of seeking opportunities that it considers to be of exceptional quality. As a result of that policy, the Company may have to wait some time before consummating a suitable transaction. Management recognizes that the higher the standards it imposes upon itself, the greater may be its competitive disadvantage when vying with other acquiring interests or entities.

The Company does not intend to restrict its consideration to any particular business or industry segment, and the Company may consider, among others, finance, brokerage, insurance, transportation, communications, research and development, biotechnology, service, natural resources, manufacturing or high-technology. However, due to the Companys limited financial resources, the scope and number of suitable candidate business ventures available is limited, and most likely the Company will not be able to participate in more than a single business venture. Accordingly, it is anticipated that the Company will not be able to diversify, but may be limited to one merger or acquisition. This lack of diversification will not permit the Company to offset potential losses from one business opportunity against profits from another.

The decision to participate in a specific business opportunity will be made upon managements analysis of the quality of the other firms management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria. In many instances, it is anticipated that the historical operations of a specific venture may not necessarily be indicative of the potential for the future because of the necessity to substantially shift a marketing approach, expand operations, change product emphasis, change or substantially augment management, or make other changes. The Company will be dependent upon the management of a business opportunity to identify such problems and to implement, or be primarily responsible for the implementation of, required changes.

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Since the Company may participate in a business opportunity with a newly organized business or with a business which is entering a new phase of growth, it should be emphasized that the Company may incur risk due to the failure of the targets management to have proven its abilities or effectiveness, or the failure to establish a market for the targets products or services, or the failure to realize profits.

The Company will not acquire or merge with any company for which audited financial statements cannot be obtained. It may be anticipated that any opportunity in which the Company participates will present certain risks. Many of these risks cannot be adequately identified prior to selection of the specific opportunity, and the Companys shareholders must, therefore, depend on the ability of management to identify and evaluate such risk. In the case of some of the opportunities available to the Company, it may be anticipated that the founders thereof have been unable to develop a going concern or that such business is in its development stage in that it has not generated significant revenues from its principal business activities prior to the Companys participation.

Acquisition of Business.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another corporation or entity. It may also purchase stock or assets of an existing business. On the consummation of a transaction, it is possible that the present management and shareholders of the Company will not be in control of the Company. In addition, the Companys sole officer and director may, as part of the terms of the acquisition transaction, resign and be replaced by new officers and directors without a vote of the Companys shareholders.

The Company anticipates that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of this transaction, the Company may agree to register such securities either at the time the transaction is consummated, under certain conditions, or at a specified time thereafter. The issuance of substantial additional securities and their potential sale into any trading market may have a depressive effect on such market.

While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so called tax-free reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the Code). In order to obtain tax-free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, the shareholders of the Company would retain less than 20% of the issued and outstanding shares of the surviving entity, which could result in significant dilution in the equity of such shareholders.

As part of our investigation, Company management will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of the Companys limited financial resources and management expertise.

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The manner in which each Company participates in an opportunity will depend on the nature of the opportunity, the respective needs and desires of the Company and other parties, the management of the opportunity, and the relative negotiating strength of the Company and such other management. With respect to any mergers or acquisitions, negotiations with target company management will be expected to focus on the percentage of the Company that target company shareholders would acquire in exchange for their shareholdings in the target company. Depending upon, among other things, the target companys assets and liabilities, the Companys shareholders will in all likelihood hold a lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by
the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Companys then shareholders.

Operation of Business After Acquisition.

The Companys operation following its merger or acquisition of a business will be dependent on the nature of the business and the interest acquired. The Company is unable to determine at this time whether the Company will be in control of the business or whether present management will be in control of the Company following the acquisition. It may be expected that the business will present various challenges that cannot be predicted at the present time.

Government Regulation.

The Company cannot anticipate the government regulations, if any, to which the Company may be subject until it has acquired an interest in a business. The use of assets to conduct a business that the Company may acquire could subject it to environmental, public health and safety, land use, trade, or other governmental regulations and state or local taxation. In selecting a business in which to acquire an interest, management will endeavor to ascertain, to the extent of the limited resources of the Company, the effects of such government regulation on the prospective business of the Company. In certain circumstances, however, such as the acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation.

Competition.

The Company will be involved in intense competition with other business entities, many of which will have a competitive edge over the Company by virtue of their stronger financial resources and prior experience in business. There is no assurance that the Company will be successful in obtaining suitable business opportunities.

Employees.

The Company currently has no employees. Our executive officer devotes as much time to the affairs of the Company as she deems appropriate. Management of the Company uses consultants, attorneys, and accountants as necessary, and does not anticipate a need to engage any full-time employees as long as business needs are being identified and evaluated. The need for employees and their availability will be addressed in connection with a decision concerning whether or not to acquire or participate in a specific business venture.

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Risks Related to Our Business

Our future operating results are highly uncertain. Before deciding to invest in us or to maintain or increase your investment, you should carefully consider the risks described below, in addition to the other information contained in this annual report. If any of these risks actually occur, our business, financial condition or results of operations could be seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.

Our operating losses may continue into the future, resulting in a decrease in share value.

Since our inception in 1998, our expenses have substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit of $1,109,958 at August 31, 2006. During the twelve months ended August 31, 2006, we recorded a net loss of $100,089. The Company has never realized revenue from operations. We will continue to incur operating losses as we maintain our search for a suitable business opportunity and satisfy our ongoing disclosure requirements with the Securities and Exchange Commission (Commission). Such continuing losses could result in a decrease in share value.

The Companys limited financial resources cast severe doubt on our ability to acquire a profitable business opportunity.

The Companys future operation is dependent upon the acquisition of a profitable business opportunity. However, the prospect of such an acquisition is doubtful due to the Companys limited financial resources. Since we have no current business opportunity, the Company is not in a position to improve this financial condition through debt or equity offerings. Therefore, this limitation may act as a deterrent in future negotiations with prospective acquisition candidates. Should we be unable to acquire a profitable business opportunity the Company will, in all likelihood, be forced to cease operations.

The market for our stock is limited and our stock price may be volatile.

The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Because of the limitations of our market and volatility of the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to. The average daily trading volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day.

We may incur significant expenses as a result of being quoted on the Over the Counter Bulletin Board, which may negatively impact our financial performance.

We may incur significant legal, accounting and other expenses as a result of being listed on the Over the Counter Bulletin Board. The Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, have required changes in corporate governance practices of public companies. We expect that compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 as discussed in the following risk factor, may substantially increase our expenses, including our legal and accounting costs, and make some activities more time-consuming and costly. As a result, there may be a substantial increase in legal, accounting and certain other expenses in the future, which would negatively impact our financial performance and could have a material adverse effect on our results of operations and financial condition.

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Our internal controls over financial reporting may not be considered effective, which could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our annual report for the year ending December 31, 2007, we may be required to furnish a report by our management on our internal controls over financial reporting. Such report will contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. The report will also contain a statement that our independent registered public accounting firm has issued an attestation report on managements assessment of internal controls. If we are unable to assert that our internal controls are effective as of December 31, 2007, or if our independent registered public
accounting firm is unable to attest that our managements report is fairly stated or they are unable to express an opinion on our managements evaluation or on the effectiveness of our internal controls, investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.

Reports to Security Holders.

The Companys annual report will contain audited financial statements. The Company is not required to deliver an annual report to security holders and will not voluntarily deliver a copy of the annual report to the security holders unless requested by same. The Company files all of its required information with the Commission.

The public may read and copy any materials that are filed by the Company with the Commission at the Commissions Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The statements and forms filed by the Company with the Commission have also been filed electronically and are available for viewing or copy on the Commission maintained Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The Internet address for this site can be found at http://www.sec.gov.

The Company currently maintains its offices at 2610-1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X2. The Company pays no rent for the use of this address. The Company does not believe that it will need to maintain an office at any time in the foreseeable future in order to carry out the plan of operation described herein.

The Company is currently not a party to any pending legal proceeding.

No matters were submitted to a vote of security holders during the fourth quarter of the period covered by this report.

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PART II

The Companys common stock has been quoted on the Over the Counter Bulletin Board, under the symbol, NTHR.OB since October 3, 2002. Trading in the common stock has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions.

`-------------- -------------------------- --------------------- --------------------
                Year           Quarter Ended              High                  Low
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                2006           August 31                  $0.04                 $0.02
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                -------------- -------------------------- --------------------- --------------------
                               May 31                     $0.07                 $0.03
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                               February 28                $0.06                 $0.02
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                -------------- -------------------------- --------------------- --------------------
                2005           November 30                $0.04                 $0.02
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                               August 31                  $0.06                 $0.02
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                               May 31                     $0.08                 $0.03
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                               February 28                $0.14                 $0.02
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                2004           November 30                $0.03                 $0.02
                -------------- -------------------------- --------------------- --------------------`

Record Holders

As of November 8, 2006, there were approximately 33 shareholders of record holding a total of 29,686,996 shares of common stock. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

Dividends

The Company has not declared any cash dividends since inception and does not anticipate paying any dividends in the foreseeable future. The payment of dividends is within the discretion of the board of directors and will depend on the Companys earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Companys ability to pay dividends on its common stock other than those generally imposed by applicable state law.

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This Managements Plan of Operation and Results of Operations and other parts of this report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as anticipates, expects, believes, plans, predicts, and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the subsections entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below and the subsection entitled Risk Factors above. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report.
All information presented herein is based on our fiscal year ended August 31, 2006.

Plan of Operations

The Companys plan of operation for the coming year, as discussed above, is to identify and acquire a favorable business opportunity. The Company does not plan to limit its options to any particular industry, but will evaluate each opportunity on its merits.

The Company has not yet entered into any agreement, nor does it have any commitment or understanding to enter into or become engaged in any transaction, as of the date of this filing.

Results of Operations

During the twelve month period ended August 31, 2006, the Company was involved in completing a series of private placements of its common stock to fund operations and identifying prospective business opportunities.

The Company does not expect to realize revenue within the next twelve months or until such time as it enters into a transaction to acquire a revenue producing business.

Net Losses

For the period from July 27, 1998 to August 31, 2006, the Company recorded a net loss of $1,109,958. The Companys operating losses are attributable to general and administrative expenses, research and development costs and option payments. The general and administrative expenses include incorporation costs, accounting expenses, professional fees, consulting fees and costs associated with the preparation of disclosure documentation in connection with registration pursuant to the Exchange Act of 1934, as amended (Exchange Act). The Company did not generate any revenues during this period.

The Company expects to continue to operate at a loss through fiscal 2007 and due to the nature of the Companys search for a suitable business opportunity cannot determine whether it will ever generate revenues from operations.

Capital Expenditures

The Company expended no amounts on capital expenditures for the period from July 27, 1998 (inception) to August 31, 2006.

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Liquidity and Capital Resources

The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and shareholders equity. The Company had current assets of $4,273 and total assets of $4,273 as of August 31, 2006. These assets consist of cash on hand of $4,273. Net stockholders deficiency in the Company was $146,170 at August 31, 2006.

Cash flow used in operating activities was $7,343 for the twelve month period ended August 31, 2006 as compared to cash flow provided by operating activities of $158,417 for the twelve month period ended August 31, 2005. Cash flow was used in operating activities was due in large part to the increase in net losses over the comparative twelve month periods.

Cash flow provided from financing activities was $10,000 for the twelve month period ended August 31, 2006 as compared to cash flow provided from financing activities of $160,000 for the twelve month period ended August 31, 2005. Funds realized from financing activities in the current and prior twelve month period can be attributed to the sale of common equity.

The Company adopted The 2004 Benefit Plan of Newtech Resources Ltd. on April 19, 2004. Under the benefit plan, the Company may issue stock, or grant options to acquire the Companys common stock to employees of the Company. The board of directors, at its own discretion may also issue stock or grant options to other individuals, including consultants or advisors, who render services to the Company or its subsidiaries, provided that the services rendered are not in connection with the offer or sale of securities in a capital-raising transaction. Further, no stock may be issued, or option granted under the benefit plan to consultants, advisors, or other persons who directly or indirectly promote or maintain a market for the Companys stock. The Company has issued 143,125 shares in consideration of advisory services rendered but granted no options pursuant to the benefit plan as of the period ended August 31, 2005, and none in the period ended
August 31, 2006.

The Companys current assets are insufficient to conduct its plan of operation over the next twelve (12) months and it will have to seek debt or equity financing to fund minimum operations. The Company has no current commitments or arrangements with respect to, or immediate sources of funding. Further, no assurances can be given that funding, if needed, would be available or available to the Company on acceptable terms. The Companys shareholders would be the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and the Company has no agreement formal or otherwise. The Companys inability to obtain funding would have a material adverse affect on its plan of operation. The Company projects that if no acquisition candidate is found within the next twelve months its operating requirements will not exceed $75,000.

The Company has no current plans for the purchase or sale of any plant or equipment.

The Company has no current plans to make any changes in the number of employees.

Forward Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in sections titled Plan of Operation and Description of Business, with the exception of historical facts, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These forward looking statements include, but are not limited to, statements concerning:

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|X| our anticipated financial performance and business plan;

|X| the sufficiency of existing capital resources;

|X| our ability to raise additional capital to fund cash requirements for future operations;

|X| uncertainties related to the Companys future business prospects;

|X| the ability of the Company to generate revenues to fund future operations;

|X| the volatility of the stock market and; and

|X| general economic conditions.

We wish to caution readers that the Companys operating results are subject to various risks and uncertainties that could cause our actual results to differ materially from those discussed or anticipated, including the factors set forth in the section entitled Risk Factors included elsewhere in this report. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other that is required by law.

Critical Accounting Policies

In Note 1 to the attached audited financial statements for the periods ended August 31, 2006 and 2005 included in the Companys Form 10-KSB, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position. The Company believes that the accounting principles utilized by it conform to accounting principles generally accepted in the United States of America.

The preparation of financial statements requires Company management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Company evaluates estimates. The Company bases its estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.

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Recent Accounting Pronouncements

In March 2006, the FASB issued SFAS 156, Accounting for Servicing of Financial Assetsan amendment of FASB Statement No. 140". This statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This statement: (1) requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in any of the following situations: (a) a transfer of the servicers financial assets that meets the requirements for sale accounting, (b) a transfer of the servicers financial assets to a qualifying special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either
available-for-sale securities or trading securities in accordance with FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, (c) an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates; (2) requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable; (3) permits an entity to choose either of the following subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities: (a) Amortization methodAmortize (3) (3) permits an entity to choose either of the following subsequent measurement methods for each class of separately recognized servicing assets and servicing liabilities: (a) Amortization methodAmortize permits an entity to choose either of the following subsequent measurement methods for each class of separately
recognized servicing assets and servicing liabilities: (a) Amortization methodAmortize servicing assets or servicing liabilities in proportion to and over the period of estimated net servicing income or net servicing loss and assess servicing assets or servicing liabilities for impairment or increased obligation based on fair value at each reporting date, or (b) Fair value measurement methodMeasure servicing assets or servicing liabilities at fair value at each reporting date and report changes in fair value in earnings in the period in which the changes occur; (3) at its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entitys exposure to changes in fair value of servicing assets or
servicing liabilities that a servicer elects to subsequently measure at fair value; and (5) requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. An entity should adopt this statement as of the beginning of its first fiscal year that begins after September 15, 2006. Earlier adoption is permitted as of the beginning of an entitys fiscal year, provided the entity has not yet issued financial statements, including interim financial statements, for any period of that fiscal year. The effective date of this Statement is the date an entity adopts the requirements of this statement.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140. This statement permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. It establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. In addition, SFAS 155 clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133. It also clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives. SFAS 155 amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial interest other than another derivative financial instrument. This Statement is effective for all financial instruments acquired or issued after the beginning of an entitys first fiscal year that begins after September 15, 2006. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial position.

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In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS 154, Accounting Changes and Error Corrections, which replaces APB Opinion No. 20, Accounting Changes, and supersedes FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements  an amendment of APB Opinion No. 28. SFAS 154 requires retrospective application to prior periods financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period-specific effects of an accounting change on one or more individual prior periods presented, SFAS 154 requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and
that a corresponding adjustment be made to the opening balance of retained earnings for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, SFAS 154 requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable. SFAS 154 shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect the provisions of SFAS 154 will have a significant impact on its results of operations.

Going Concern

The Companys audit expressed substantial doubt as to the Companys ability to continue as a going concern as a result of reoccurring losses, lack of revenue generating activities and an accumulated deficit of $1,109,958 as of August 31, 2006. The Companys ability to continue as a going concern is subject to the ability of the Company to realize a profit from operations and /or obtain funding from outside sources. Managements plan to address the Companys ability to continue as a going concern includes: (1) obtaining funding from private placement sources; (2) obtaining additional funding from the sale of the Companys securities; (3) establishing revenues from a suitable business opportunity; (4) obtaining loans and grants from various financial institutions where possible. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the
methods discussed above, there can be no assurances that such methods will prove successful.

The Companys financial statements for the fiscal year ended August 31, 2006 are attached hereto as pages F-1 through F-10.

---

NEWTECH RESOURCES LTD.

(A Development Stage Company)



INDEX

|                                                        | 
|------------------------------------------------------- | 
|                                                        | 
|                                                        | 
|Report of Independent Registered Public Accounting Firm | 
|                                                        | 
|Balance Sheet                                           | 
|                                                        | 
|Statements of Operations                                | 
|                                                        | 
|Statements of Stockholders' Equity (Deficit)            | 
|                                                        | 
|Statements of Cash Flows                                | 
|                                                        | 
|Notes to Financial Statements                           | 
|                                                        | 
|                                                        | 

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and

Board of Directors of

Newtech Resources Ltd.

We have audited the accompanying balance sheet of Newtech Resources Ltd. (a development stage company), as of August 31, 2006 and 2005 and the related statements of operations, stockholders equity (deficit), and cash flows for the years then ended and the cumulative amounts since inception. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Newtech Resources Ltd. (a development stage company), as of August 31, 2006 and 2005 and the results of its operations and its cash flows for the years then ended and the cumulative amounts since inception, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Companys revenue generating activities are not in place and the Company has incurred losses since inception. These conditions raise substantial doubt about its ability to continue as a going concern. Managements plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

JONES SIMKINS, P.C.

Logan, Utah

October 26, 2006

---

`NEWTECH RESOURCES LTD.
                                          (A Development Stage Company)
                                                  BALANCE SHEET
                                            August 31, 2006 and 2005



                                 ASSETS
                                                                                   2006                2005
                                                                              ----------------   -----------------
Current assets:

   Cash                                                                               $  4,273               1,616
                                                                              ----------------   -----------------


      Total current assets                                                            $  4,273               1,616
                                                                              ================   =================



                 LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Accounts payable and accrued expenses                                     $         150,443              57,697
                                                                              ----------------   -----------------

      Total current liabilities                                                        150,443              57,697
                                                                              ----------------   -----------------

Commitments and contingencies

Stockholders' deficit:
   Common stock, $.001 par value, 30,000,000 shares
      authorized, 29,686,996 and 28,686,996 shares

      issued and outstanding, respectively                                              29,687              28,687
   Additional paid-in capital                                                          934,101             925,101
   Deficit accumulated during the development stage                                (1,109,958)         (1,009,869)
                                                                              ----------------   -----------------

      Total stockholders' deficit                                                    (146,170)            (56,081)
                                                                              ----------------   -----------------


      Total liabilities and stockholders' deficit                                     $  4,273               1,616
                                                                              ================   =================








                               The accompanying notes are an integral part of these financial statements`

---

`NEWTECH RESOURCES LTD.
                                           (A Development Stage Company)
                                             STATEMENTS OF OPERATIONS
                                       Years Ended August 31, 2006 and 2005


                                                                                                      Cumulative
                                                                  2006                2005              Amounts
                                                             ----------------    ----------------   ----------------


Revenue                                                  $                 -                   -                 -

General and administrative costs                                    100,089              177,402         1,141,883

Gain on forgiveness of debt                                                -             (6,925)          (31,925)
                                                             ----------------    ----------------   ----------------

         Loss before income taxes                                  (100,089)           (170,477)       (1,109,958)

Provision for income taxes                                                 -                   -                 -
                                                             ----------------    ----------------   ----------------

         Net loss                                        $         (100,089)           (170,477)       (1,109,958)
                                                             ================    ================   ================


Loss per common share - basic and diluted                $                 -              (0.01)
                                                             ================    ================


Weighted average common shares -
   basic and diluted                                              29,438,000          20,048,000
                                                             ================    ================



















                               The accompanying notes are an integral part of these financial statements`

---

`NEWTECH RESOURCES LTD.
                                                                (A Developmental Stage Company)
                                                         STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                     July 27, 1998 ( Date of Inception) to August 31, 2006
                                                                                                                               Deficit
                                                                                                                             Accumulated
                                                                                                        Additional           During the
                                                                         Common Stock                    Paid-in          Development
                                                              -----------------------------------
                                                                  Shares              Amount             Capital                Stage                Total
                                                              ---------------     ---------------     ---------------     ------------------     ---------------

Balance at July 27, 1998 (date of inception)                               -   $               -   $               -   $                  -   $               -

Issuance of common stock to founders                               2,750,000               2,750                   -                      -               2,750
Issuance of common stock                                           8,250,000               8,250              74,250                      -              82,500
Issuance of common stock                                              60,000                  60             149,940                      -             150,000

Net loss                                                        -                              -                   -              (134,464)           (134,464)
                                                              ---------------     ---------------     ---------------     ------------------     ---------------

Balance at August 31, 1999                                        11,060,000              11,060             224,190              (134,464)             100,786

Net loss                                                        -                              -                   -              (126,944)           (126,944)
                                                              ---------------     ---------------     ---------------     ------------------     ---------------

Balance at August 31, 2000                                        11,060,000              11,060             224,190              (261,408)            (26,158)

Net loss                                                        -                              -                   -              (167,562)           (167,562)
                                                              ---------------     ---------------     ---------------     ------------------     ---------------

Balance at August 31, 2001                                        11,060,000              11,060             224,190              (428,970)           (193,720)

Net loss                                                        -                              -                   -              (252,690)           (252,690)
                                                              ---------------     ---------------     ---------------     ------------------     ---------------

Balance at August 31, 2002                                        11,060,000              11,060             224,190              (681,660)           (446,410)


The accompanying notes are an integral part of these financial statements`

---

`NEWTECH RESOURCES LTD.
                                                                (A Developmental Stage Company)
                                                         STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                     July 27, 1998 ( Date of Inception) to August 31, 2006




Balance at August 31, 2002 - continued                            11,060,000              11,060             224,190              (681,660)           (446,410)

Issuance of common stock for related
  party notes payable and accrued expenses                         1,483,871               1,484             542,741                      -             544,225
Net loss                                                                   -                   -                   -              (137,136)           (137,136)
                                                              ---------------     ---------------     ---------------     ------------------     ---------------

Balance at August 31, 2003                                        12,543,871              12,544             766,931              (818,796)            (39,321)

Issuance of common stock for accounts payable                        143,125                 143              14,170                      -              14,313
Net loss                                                                   -                   -                   -               (20,596)            (20,596)
                                                              ---------------     ---------------     ---------------     ------------------     ---------------

Balance at August 31, 2004                                        12,686,996              12,687             781,101              (839,392)            (45,604)

Issuance of common stock for cash                                 16,000,000              16,000             144,000                      -             160,000
Net loss                                                                   -                   -                   -              (170,477)           (170,477)
                                                              ---------------     ---------------     ---------------     ------------------     ---------------

Balance at August 31, 2005                                        28,686,996              28,687             925,101            (1,009,869)            (56,081)

Issuance of common stock for cash                                  1,000,000               1,000               9,000                      -              10,000
Net loss                                                                   -                   -                   -              (100,089)           (100,089)
                                                              ---------------     ---------------     ---------------     ------------------     ---------------

Balance at August 31, 2006                                        29,686,996   $          29,687   $         934,101   $        (1,109,958)   $       (146,170)
                                                              ===============     ===============     ===============     ==================     ===============



                               The accompanying notes are an integral part of these financial statements`

---

`NEWTECH RESOURCES LTD.
                                                 (A Development Stage Company)
                                                    STATEMENTS OF CASH FLOWS
                                              Years Ended August 31, 2006 and 2005


                                                                                                              Cumulative
                                                                            2006               2005             Amounts
                                                                        --------------    ---------------   ----------------
     Cash flows from operating activities:
        Net loss                                                    $      (100,089)         (170,477)           (1,109,958)
        Adjustments to reconcile net loss to net cash
           used in operating activities:

              Gain on forgiveness of debt                                          -           (6,925)              (31,925)
              Increase in accounts payable and

               accrued expenses                                               92,746            18,985               280,906
                                                                        --------------    ---------------   ----------------


              Net cash used in operating activities                          (7,343)         (158,417)             (860,977)
                                                                        --------------    ---------------   ----------------


     Cash flows from investing activities:                                         -                 -                     -
                                                                        --------------    ---------------   ----------------

     Cash flows from financing activities:

        Related party notes payable                                                -                 -               460,000

        Issuance of common stock                                              10,000           160,000               405,250
                                                                        --------------    ---------------   ----------------


              Net cash provided by financing activities                       10,000           160,000               865,250
                                                                        --------------    ---------------   ----------------


              Net increase in cash                                             2,657             1,583                 4,273


     Cash, beginning of period                                                 1,616                33                     -
                                                                        --------------    ---------------   ----------------


     Cash, end of period                                            $          4,273             1,616                 4,273
                                                                        ==============    ===============   ================












                               The accompanying notes are an integral part of these financial statements`

---

NEWTECH RESOURCES LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2006 and 2005

Note 1  Organization and Summary of Significant Accounting Policies

Organization

The Company was organized under the laws of the State of Nevada on July 27, 1998 (date of inception). The Company proposes to seek business ventures that will allow for long-term growth. Further, the Company is considered a development stage company as defined in SFAS No. 7 and has not, thus far, commenced planned principal operations.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Income Taxes

Deferred income taxes are provided in amounts sufficient to give effect to temporary differences between financial and tax reporting, principally related to deferred start-up costs incurred during the Companys development stage activities. For income tax purposes start-up costs are deferred until the Company begins generating revenue, at which time the costs are then amortized.

Earnings Per Share

The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the year.

The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the year. Common stock equivalents are not included in the diluted earnings per share calculation when their effect is antidilutive. The Company does not have any stock options or warrants outstanding at August 31, 2006 and 2005.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

---

NEWTECH RESOURCES LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2006 and 2005

Note 1  Organization and Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS 123 (revised 2004), Accounting for Stock Based Compensation. This statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. This revised statement establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods and services, including the grant of stock options to employees and directors. The Statement is effective for periods beginning after July 1, 2006, and will require the Company to recognize compensation cost based on the grant date fair value of the equity instruments its awards. The Company currently accounts for those instruments under the recognition and measurement principles of APB Opinion 25, including the disclosure-only provisions of the original SFAS 123. Accordingly, no compensation cost from issuing equity instruments has been recognized in the Companys financial statements. The
Company estimates that the required adoption of SFAS 123 (R) will not have a negative impact on its financial statements.

Note 2  Going Concern

As of August 31, 2006, the Companys revenue generating activities are not in place, and the Company has incurred a loss for the year then ended. These factors raise substantial doubt about the Companys ability to continue as a going concern.

Management intends to seek additional funding through debt or equity financing. There can be no assurance that such funds will be available to the Company, or available on terms acceptable to the Company.

Note 3  Income Taxes

The difference between income taxes at statutory rates and the amount presented in the financial statements is a result of the following:

`Years Ended August 31,
                                                                         2006                  2005

Income tax benefit at statutory rate                             $       (30,000)             (49,000)
Change in valuation allowance                                             30,000               49,000

                                                                 $             -                     -

Deferred tax assets are as follows:                                     2006                   2005

Start-up costs                                                   $       358,000              328,000
Valuation allowance                                                     (358,000)            (328,000)

                                                                 $             -                     -`

As of August 31, 2006, the Company has start-up costs of approximately $1,052,000. These start-up costs will begin to be amortized at such time as the Companys operations commence.

---

NEWTECH RESOURCES LTD.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2006 and 2005

Note 4  Supplemental Cash Flow Information

During the years ended August 31, 2006 and 2005 the Company paid no interest.

Since inception:

o No amounts have been paid for income taxes.

o The Company has issued $1,483,871 shares of common stock in exchange for related party notes payable and accrued interest of $460,000 and $84,225, respectively.

o The Company has issued 143,125 shares of common stock in exchange for accounts payable of $14,313.

Note 5  Fair Value of Financial Instruments

The Companys financial instruments consist of cash and payables. The carrying amount of cash and payables approximates fair value because of the short-term nature of these items.

Note 6  Related Party Transactions

As of August 31, 2006 and 2005, accounts payable and accrued expenses include approximately $107,000 and $35,000, respectively, that is due to officers and shareholders. The amounts are unsecured, non-interest bearing and due on demand.

---

None.

The Companys president acts both as the Companys chief executive officer and chief financial officer and is responsible for establishing and maintaining disclosure controls and procedures for the Company.

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of August 31, 2006. Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our chief executive officer and chief financial officer, in a manner that allowed for timely
decisions regarding required disclosure.

(b) Changes in Internal Controls

During the period ended August 31, 2006, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

None.

PART III

The officers and directors of the Company as of November 8, 2006 are as follows:

`Name                   Age  Position

Nora Coccaro  49      chief executive officer, chief financial officer, principal accounting officer, and director`

Ms. Coccaro was appointed as the sole officer and director of the Company on December 5, 2005. She estimates that she spends approximately 10 percent of her time, approximately 5 hours per week, on the Companys business. She also has significant responsibilities with other companies, as detailed in the following paragraph. She will serve until an annual meeting of the Companys shareholders and her successor is elected and qualified. Thereafter, directors will be elected for one-year terms at the annual shareholders meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement.

---

Ms. Coccaro serves as an officer and director (November 1999 to present) of Providence Resources, Inc., an OTC:BB quoted company involved in oil and gas exploration, an officer and director (February 2004 to present) of Solar Energy Limited, an OTC: BB quoted company involved in the development of alternative sources of energy, an officer and director (from January 15, 2000 to present) of Sona Development Corp., an OTC: BB quoted company without current operations, and as an officer and director (October 2003 to present) of ASP Ventures Corp., an OTC: BB quoted company without current operations. Ms. Coccaro has also served as an officer and director (February 2000 to January 2004) of OpenLimit, Inc., an OTC: BB quoted company involved in credit card encryption technology, as a director (1998 until May 1999) of Americana Gold & Diamond Holdings, Inc. an OTC: BB quoted company without current operations, and as an officer and director (1997
until 1999) of Black Swan Gold Mines, a Toronto Senior Listing company with diamond exploration activities in Brazil. Since September 1998, Ms. Coccaro has acted as the Consul of Uruguay to Western Canada. Ms. Coccaro attended medical school at the University of Uruguay before becoming involved in the management of public entities.

Board of Directors Committees

The board of directors has not established an audit committee or a compensation committee. An audit committee typically reviews, acts on and reports to the board of directors with respect to various auditing and accounting matters, including the recommendations and performance of independent auditors, the scope of the annual audits, fees to be paid to the independent auditors, and internal accounting and financial control policies and procedures. Certain stock exchanges currently require companies to adopt a formal written charter that establishes an audit committee that specifies the scope of an audit committees responsibilities and the means by which it carries out those responsibilities. In order to be listed on any of these exchanges, we will be required to establish an audit committee.

Directors currently are not reimbursed for out-of-pocket costs incurred in attending meetings and no director receives any compensation for services rendered as a director. It is likely that we will adopt a provision for compensating directors in the future.

Code of Ethics

The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-B of the Exchange Act. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions. The Company has incorporated a copy of its Code of Ethics as Exhibit 14 to this Form 10-KSB. Further, the Companys Code of Ethics is available in print, at no charge, to any security holder who requests such information by contacting the Company.

Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company is aware of the following individuals or entities who during the period ended August 31, 2006 were directors, officers, or beneficial owners of more than ten percent of the common stock of the Company, and who failed to file, on a timely basis, reports required by Section 16(a) of the Exchange Act:

Ross Wilmot failed to file a Form 5 on resignation as a director and officer. Nora Coccaro failed to file a Form 3 or Form 5 on appointment as an officer and director.

---

The following table provides summary information for the years 2006, 2005 and 2004 concerning cash and non-cash compensation paid or accrued by the Company to or on behalf of the chief executive officer and the only other employee to receive compensation in excess of $100,000.

`SUMMARY COMPENSATION TABLE

-------------------------------- ---------------------------------- -------------------------------------------------------
                                            Annual Compensation                     Long Term Compensation
                                                                    -------------------------------------------------------
------------------------------------------------------------------- ---------------------------- --------------------------
                                                                              Awards                      Payouts
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
                                                                                    Securities
                                                                     Restricted     Underlying
                                                     Other Annual       Stock        Options     LTIP         All Other
   Name and Principal             Salary    Bonus    Compensation     Award(s)         SARs       payouts    Compensation
        Position          Year     ($)       ($)         ($)             ($)           (#)          ($)          ($)
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
  Nora Coccaro, Chief     2006      -         -         21,010            -             -            -            -
   Executive Officer,     2005      -         -           -               -             -            -            -
Chief Financial Officer   2004      -         -           -               -             -            -            -
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
      Ross Wilmot,        2006      -         -         8,229             -             -            -            -
 Former Chief Executive   2005      -         -         25,917            -             -            -            -
     Officer, Chief       2004      -         -         11,606            -             -            -            -
   Financial Officer
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------`

The following table sets forth certain information regarding the beneficial ownership of the stock of the Company as of November 8, 2006, by each shareholder who is known by the Company to beneficially own more than 5% of the outstanding common stock, by each director, and by all executive officers and directors as a group.

`-------------------- ---------------------------------- ------------------------------------ -----------------------
  Title of Class      Name and Address of Beneficial      Amount and nature of Beneficial       Percent of Class
                                 Ownership                           Ownership
-------------------- ---------------------------------- ------------------------------------ -----------------------
-------------------- ---------------------------------- ------------------------------------ -----------------------
   Common Stock                Nora Coccaro                              0                             0%
-------------------- ---------------------------------- ------------------------------------ -----------------------
-------------------- ---------------------------------- ------------------------------------ -----------------------
   Common Stock         All Executive Officers and                       0                             0%
                           Directors as a Group
-------------------- ---------------------------------- ------------------------------------ -----------------------`

No director, executive officer, nominee for election as a director of the Company, owner of five percent or more of the Companys outstanding shares, or member of their immediate family, has entered into any related transaction during the last two years except that Nora Coccaro is compensated in the amount of $2,000 a month for services rendered as the Companys sole officer and director.

Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits beginning on page 19 of this Form 10-KSB, which is incorporated herein by reference.

---

Audit Fees

Jones Simkins, P.C. provided audit services to the Company in connection with its annual report for the fiscal years ended August 31, 2006 and 2005. The aggregate fees billed by Jones Simkins, P.C. for the audit of the Companys annual financial statements and a review of the Companys quarterly financial statements were $15,757 and $ 9,000 respectively.

Audit Related Fees

Jones Simkins, P.C. billed to the Company fees of $0 in 2006 and $0 in 2005 for professional services that are reasonably related to the audit or review of the Companys financial statements that are not disclosed in Audit Fees above.

Tax Fees

All Other Fees

Audit Committee Pre-Approval

The Company does not have a standing audit committee. Therefore, all services provided to the Company by Jones Simkins, P.C. as detailed above, were pre-approved by the Companys board of directors. Jones Simkins, P.C. performed all work only with their permanent full time employees.

---

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 8th day of November 2006

Newtech Resources, Ltd.

/s/ Nora Coccaro

Nora Coccaro, Chief Executive Officer, Chief Financial Officer,Principal Accounting Officer and Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature                   Title                Date

/s/ Nora Coccaro         Director            November 8, 2006

Nora Coccaro

---

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                
|----------- | -------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)        | *        | Articles of Incorporation of the Company (incorporated by reference to the Form 10-SB filed with the Commission on October 16, 2001)                                                                                       
|3(ii)       | *        | By-laws of the Company (incorporated by reference to the Form 10-SB filed with the Commission on October 16, 2001)                                                                                                         
|14          | *        | Code of Ethics adopted October 24, 2004 (incorporated by reference to the Form 10-KSB filed with the Commission on September 13, 2005).                                                                                    
|31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200
|32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                           



---