UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A
                                 Amendment No.1

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                   For the fiscal year ended December 31, 2006

                                       or

     [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                 For the transition period from ______ to ______

                        Commission File Number: 000-27917

                           NewMarket Technology, Inc.
                           --------------------------
        (Exact name of Small Business Issuer as Specified in Its Charter)



            NEVADA                                            65-0729900
-------------------------------                        ------------------------
(State or other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)

                         14860 Montfort Drive, Suite 210
                               Dallas, Texas 75254
           ----------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (972) 386-3372
           ----------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


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



Title of each class:                    Name of exchange on which registered:

Common Stock, Par Value $0.001          Over-the-Counter Bulletin Board
-------------------------------------   ---------------------------------------


       Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K.                           |X|

<PAGE>


Indicate by check mark whether the Registrant is a Large  Accelerated  Filer, an
Accelerated  Filer, or a  Non-Accelerated  Filer. See definition of "Accelerated
Filer and Large  Accelerated  Filer" in Rule 12-b of the  Exchange  Act.  (Check
one:)
 Large Accelerated Filer |_| Accelerated Filer |_| Non-Accelerated Filer |X|

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).     Yes |_| No |X|

State issuer's revenues for its most recent fiscal year. $77,635,622

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

The  aggregate  market  value  of the  common  stock of the  registrant  held by
non-affiliates as of December 31, 2006 is $58,693,701 based upon the most recent
price on that date at which  the  registrant's  common  equity  was  sold.  This
non-affiliate  market  value  was  calculated  on the  assumption  that the only
affiliate  holding a notable common equity position is VTI represented by Philip
Verges.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date.  As of  April  17,  2007,  we had
191,009,967 shares of our common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None


EXPLANATORY NOTE:


This Amendment No. 1 to our annual report on Form 10-K for the fiscal year ended
December  31,  2006  is  being  filed  to  correct  the  accompanying  financial
statements  to  properly  reflect  the  minority  interest  in a  majority-owned
subsidiary and the elimination of intercompany accounts.

<PAGE>


                           NewMarket Technology, Inc.

                           ANNUAL REPORT ON FORM 10-K

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006


PART I   .....................................................................3
   Item 1.  Description of Business...........................................3
   Item 1A. Risk Factors.....................................................11
   Item 1B. Unresolved Staff Comments .......................................13
   Item 2.  Description of Properties........................................13
   Item 3.  Legal Proceedings................................................13
   Item 4.  Submission of Matters to a Vote of Security Holders..............14

PART II  ....................................................................14
   Item 5.  Market for Common Equity and Related Stockholder Matters.........14
   Item 6.  Selected Financial Data..........................................15
   Item 7.  Management's Discussion and Analysis of Financial Condition
                And Results of Operations ...................................16
   Item 7A. Quantitative and Qualitative Disclosures about Market Risk.......18
   Item 8.  Financial Statements and Supplementary Data .....................18
   Item 9.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure..........................18
   Item 9A. Controls and Procedures..........................................18
   Item 9B. Other Information. .. ...........................................18

PART III ....................................................................18
   Item 10. Directors and Executive Officers of the Registrant...............18
   Item 11. Executive Compensation...........................................20
   Item 12. Security Ownership of Certain Beneficial Owners and Management...21
   Item 13. Certain Relationships and Related Transactions...................21
   Item 14. Principal Accountant Fees and Services...........................21

PART IV  ....................................................................22
   Item 15. Exhibits and Financial Statement Schedules ......................22
   Signatures................................................................25
   Index to Financial Statements .......................................... F-1



                                     PART I

Item 1. Description of Business

Forward-Looking Information

Certain matters  discussed in this report or in the information  incorporated by
reference may constitute forward-looking statements. Forward- looking statements
can generally be identified by the use of forward-looking  terminology,  such as
"believes,"  "expects,"  "may,"  "will,"  "should,"  "seeks,"   "approximately,"
"intends," "plans," "estimates," or "anticipates" or the negative of these terms
or  other  comparable  terminology,  or by  discussions  of  strategy,  plans or
intentions.  Statements  contained in this report that are not historical  facts
are  forward-  looking  statements.  Without  limiting  the  generality  of  the
preceding  statement,  all  statements in this report  concerning or relating to
estimated and projected  earnings,  margins,  costs,  expenditures,  cash flows,
growth rates and financial results are forward-looking  statements. In addition,
we, through our senior management, from time to time make forward-looking public
statements  concerning our expected future  operations and performance and other
developments.   These  forward-looking   statements  are  necessarily  estimates
reflecting our best judgment based upon current information and involve a number
of risks and  uncertainties.  Other  factors  may affect the  accuracy  of these
forward-looking  statements,  and our actual results may differ  materially from
the  results  anticipated  in  these  forward-looking  statements.  While  it is
impossible  to identify  all relevant  factors,  factors that could cause actual
results to differ  materially  from those  estimated by us include,  but are not
limited to, those factors or conditions described in "Management  Discussion and
Analysis or Plan of  Operation"  as well as changes in the  regulation of the IP
telephony  industry  at  either  or  both  of  the  federal  and  state  levels,
competitive  pressures  in the IP  telephony  industry and our response to these
factors, and general conditions in the economy and capital markets.

All  subsequent  written and oral  forward-looking  statements  attributable  to

<PAGE>

NewMarket Technology, Inc. ("NewMarket " or the "Company") and persons acting on
our  behalf  are  qualified  in  their  entirety  by the  cautionary  statements
contained in this report.
The Company

                             History of the Business

The Company was originally  incorporated as Nova Enterprises,  Inc. in the State
of Nevada on February  19,  1997,  to develop  and produce a unique  proprietary
software solution for use in Internet  Telephony  (hereafter  referred to as "IP
Telephony"). In March 1998, the Company entered into a reorganization agreement,
pursuant to which our predecessor exchanged 9,000,000 shares of its common stock
for all of the outstanding common shares of a private operating company known as
IPVoice Communications, Inc. ("IPVCDE"), a transaction commonly referred to as a
"reverse  acquisition." In general terms, a reverse acquisition is a transaction
in which the  inactive  public  entity  acquires an  operating  company and then
changes  its  name  as the  surviving  parent  corporation  to the  name  of the
subsidiary  and allows the  subsidiary  to appoint  management  in the surviving
public entity.  Thereafter, the subsidiary may formally merge with the parent or
may continue to operate as a separate  operating  subsidiary.  In this case, the
subsidiary  transferred  all of its  assets to the  parent.  The  reorganization
agreement was accounted for as a reorganization of IPVCDE.

In May 1999,  the  corporate  name was changed to  IPVoice.com,  Inc. In January
2001, in connection  with the  acquisition of 100% of the issued and outstanding
shares  of  the  common  stock  of  IPVoice  Communications,  Inc.,  a  Delaware
corporation, the name was changed to IPVoice Communications, Inc. As a result of
that acquisition, the prior Delaware corporation ceased to exist, and the Nevada
corporation became known as IPVoice Communications,  Inc. The prior officers and
directors  resigned  and were  replaced by the  officers  and  directors  of the
Delaware  incorporated  IPVoice   Communications,   Inc.  This  transaction  was
accounted for as a reorganization of IPVoice Communications, Inc.

Until August 1999,  the Company  conducted  business  from its  headquarters  in
Denver,  Colorado  at which time the  headquarters  was  relocated  to  Phoenix,
Arizona. In June 2002, the headquarters  relocated again to its current location
in Dallas, Texas.

To better  reflect the  Company's  renewed  business  plan and the product  line
expansion beyond voice communications, the Company changed its name from IPVoice
Communications Inc. to NewMarket  Technology Inc. in June 2004. The common stock
is currently traded on the OTC Bulletin Board under the symbol "NMKT."

On June 19,  2002,  the Company  acquired  all of the assets of  VergeTech  Inc.
("VTI") in exchange for a $3,000,000 promissory note convertible into 50% of the
issued and outstanding  shares of IPVoice as of the date of issuance.  VTI was a
privately held communications  industry technology services firm founded in 1997
and headquartered in Dallas, Texas.

Consistent  with the VTI  asset  acquisition  agreement,  the  Company  board of
directors  and the  management  team  resigned  and VTI  management  assumed the
vacated  management  positions.  Philip Verges,  the founder of VTI,  became our
Chief Executive Officer and Chairman of the Company.

As part of the Company's renewed business strategy, two additional  acquisitions
were completed in the 2003 fiscal year. In 2003, the Company acquired all of the
issued and  outstanding  stock of Infotel  Technology  PTE Ltd.  ("Infotel")  in
Singapore as part of a strategy to establish a foothold  operation in Asia.  The
Company  also  acquired a majority  of the  issued and  outstanding  stock of IP
Global Voice, Inc. ("IP Global Voice") of San Francisco, California as part of a
strategy to accelerate  business  development.  Each of these  businesses is now
operated as a majority or wholly-owned  subsidiary of the Company.  Infotel is a
communications  systems  integrator  engaged in the  business of  reselling  and
integrating  specialty  communication devices to various government agencies and
commercial  customers.  IP Global Voice is a full feature  Voice-over IP service
provider  that went into  production  in  December,  2003.  IP Global  Voice was
subsequently renamed Xiptel Communications Inc. ("Xiptel").

NewMarket  entered the healthcare  industry in 2004 by acquiring  Medical Office
Software Inc,  ("MOS"),a twenty year old technology  company providing  practice
management and claims  processing IP software and  maintenance to three thousand
ongoing physician  clients.  NewMarket further added to its Healthcare  strategy
with a  minority  investment  in  Sensitron,  Inc.,  a wireless  health  records
maintenance provider.

NewMarket  also  entered  the  Homeland  Security  industry  in  2004  with  our
acquisition of Digital Computer  Integration  Corporation  ("DCI"). DCI provides
custom integrated technology solutions to military and civil government agencies
that  include  a  number  of  proprietary  IP  communication  homeland  security
technologies.  We  subsequently  acquired  Netsco Inc.,  a software  firm with a
proprietary  RFID  technology  already  trialed  for  military  application  and
marketed in partnership with Sun Microsystems, Inc.

NewMarket continued to expand its  telecommunications  industry strategy in 2004
with a  minority  investment  in  RedMoon  Broadband  Inc.  ("RedMoon")  RedMoon
specializes in the  engineering and management of municipal  wireless  broadband
networks.

In the second half of 2004,  NewMarket  entered  into an  agreement  to purchase
Logicorp, Inc., a general technology service business. The acquisition was never
completed  regardless  of the fact that the Company paid in excess of $1 million
in cash out of a $2.1  million  total  purchase  price.  Some  joint  operations
between Logicorp and NewMarket ensued. Ultimately,  Logicorp did not prove to be
a  sustainable  business  and the  operations  of  Logicorp  have been closed or
divested.  NewMarket has alternatively entered into an agreement to exchange our
contemplated  equity  position in  Logicorp  for a minority  equity  position in
Broker Payment Services,  Inc., a financial services software companyPart of the
Company's  growth  strategy  includes  expansion  into  high-growth   developing
economic regions.  These developing economic regions provide both an environment
for accelerated  growth as well as a parallel platform for acquiring early stage
<PAGE>


subsidiary  technology companies and developing them into mainstream  technology
service and product companies.

 In January of 2005, NewMarket partnered with with Gaozhi Science and Technology
in Shanghai China to establish  NewMarket  China,  a wholly owned  subsidiary of
NewMarket Technology. NewMarket China owns a Chinese wholly owned foreign entity
(WOFE) that operates under the name Clipper Technology, Inc ("CLPTEC") which was
formed  in  2005.   CLPTEC  is  engaged  in  the  development,   implementation,
integration  and maintenance of technology  software and supporting  peripherals
for  computing,  communications,  and data  exchanges.  In October 2005,  CLPTEC
established a joint venture  agreement with Zhang Wei Lin, the Managing Director
and legal  representative of the Huali Group as a whole.  CLPTEC owns 51% of the
joint  venture.  The Huali Group  consists of many  entities and business  units
engaged in the distribution and sale of technology hardware and software as well
as peripherals of computer networking  equipment,  predominantly in the Zhejiang
Province of the Peoples  Republic of China. The joint venture between CLPTEC and
Zhang Wei Lin is to engage in the business of application software  development,
sale  of  proprietary  software,  value  added  reselling  of  leading  business
application software and the sale of system and network software.

In February 2005, we entered into an agreement with Defense Technology  Systems,
Inc. ("DFTS"),  a homeland security products company,  under which DFTS acquired
our majority interest in DCI in exchange for two classes of DFTS preferred stock
which  represent a majority  voting  interest in DFTS. The voting control of the
preferred  stock has been subjugated to a proxy committee which is controlled by
the executive officers of DFTS.

In 2005,  NewMarket  expanded a partnership with TekVoice  Communications,  Inc.
("TekVoice")  to include the  acquisition  of a minority  interest in  TekVoice.
TekVoice  will expand the NewMarket  business  model into the Hispanic and Latin
American  market with plans to  establish  an  independent  public  listing on a
United States securities exchange.  Currently,  TekVoice is a Hispanic and Latin
America voice-over IP ("VoIP") service provider.

In May 2005,  NewMarket executed a stock purchase agreement to acquire fifty-one
percent ownership of Vera Technology Inc ("Vera"). In a simultaneous  agreement,
Vera  acquired  one  hundred  percent of  Classified  Information  Inc.  ("CI").
NewMarket  exchanged $1.3 million in preferred stock for Vera preferred stock of
equal  value that  includes  fifty-one  percent  voting  rights.  CI  provides a
proprietary and patented,  secure data exchange solution that enables simple and
complete  interoperability  across all network  configurations,  on all computer
systems, and with essentially every associated software package. The proprietary
solution  allows  companies to  communicate  securely  via the Internet  through
adaptive and secure transfer protocols  supporting all leading standards of EDI,
XML, and flat file transfers.

In June  2005,  NewMarket  acquired  substantially  all of the  assets  of Corsa
Networks  Technologies,  Inc.  ("Corsa").  Corsa is a  five-year-old  IP systems
integration  firm  specializing  in the  construction  of  secure  communication
networks.  These assets are being operated in conjunction with the operations of
Xiptel.

In February  2006,  the Company  entered into a Quota Purchase and Sale Purchase
Agreement  with the founders of UniOne  Consulting  Ltda.,  a Brazilian  limited
liability company, ("UniOne"), to acquire the founders' 100% interest in UniOne.
The  purchase  price  to be paid by the  Company  is  $6,460,320,  which  may be
increased to  $8,539,680  based on various  financial  benchmarks.  The purchase
price is  payable  in  tranches  through  the end of  2008.UniOne  is a  systems
integrator,  developer and business practice implementation  company,  providing
support for the integration and maintenance of enterprise software applications.
UniOne is located in Sao Paulo and Rio de Janeiro, Brazil, as well as a regional
office in Santiago de Chile, Chile.

In March  2006,  the  Company  and  Sensitron  Inc.,  ("Sensitron"),  a Delaware
corporation,  agreed  to  convert  NewMarket's  previous  equity  investment  of
$411,400 in  Sensitron  into a two -year  Promissory  Note with a rate of 6% per
annum.  Additionally,  the Company  received  20,000 warrants to purchase common
stock  of  Sensitron.  The  parties  previously  entered  into  a  Common  Stock
Subscription  Agreement  dated August 17, 2004 and pursuant to the terms of that
Subscription Agreement, NewMarket had invested the sum of $411,400 in Sensitron.

In August  2006,  the Company  executed an  agreement  with Vera under which the
Company sold its majority interest in Vera to the existing management of Vera in
consideration for $5,000 in cash and a $1.3 million  unsecured  promissory note.
The note  matures  in twenty  years,  however  the  principal  repayment  may be
accelerated provided that Vera meets certain financial milestones.

In August 2006,  NewMarket  China,  Inc.  ("NewMarket  China"),  a  wholly-owned
subsidiary of NewMarket,  executed an Agreement and Plan of Reorganization ("the
Agreement")  with  Intercell  International   Corporation   ("Intercell").   The
Agreement  provided  for all of the issued and  outstanding  stock of  NewMarket
China, Inc., one thousand (1,000) shares held by NewMarket,  to be exchanged for
two million  (2,000,000)  restricted common shares of Intercell.  As a result of
the Agreement,  NewMarket  China became a wholly-owned  subsidiary of Intercell.
Simultaneously,  NewMarket purchased 250,000 shares of newly designated Series A
Preferred Stock from Intercell for an aggregate purchase price of $250,000.  The
shares  of  Series A  Preferred  Stock  may be  converted  into  that  number of
authorized but unissued common shares of Intercell,  which shall be equal to 60%
ownership of the Company  after giving  effect to such issuance on and as of the
date of conversion.  In January 2007,  Intercell's  name and stock ticker symbol
was changed to NewMarket China to reflect the new operations of the business.

In October 2006,  NewMarket  completed the sale of its majority  interest in MOS
pursuant to a stock purchase  agreement with  VirtualHealth  Technologies,  Inc.
("VirtualHealth").  Under the terms of the  Agreement,  NewMarket  received  1.4
million shares of VirtualHealth  common stock and a $900,000 convertible note in
exchange for its majority interest in MOS.

<PAGE>


In February 2007,  NewMarket  executed a share  exchange  agreement with Paragon
Financial  Corporation,  ("Paragon"),  a Delaware  corporation,  under which the
Company  will sell our interest in Unione to in exchange for the issuance to the
Company of a supermajority  voting preferred stock.  These preferred shares will
be deemed at all times as the equivalent of  ninety-percent  (90%) of the common
shares of Paragon for voting  purposes on all matters.  It is  anticipated  that
this transaction will close in the second quarter of 2007.

In March 2007,  NewMarket  executed a definitive  agreement with Diamond I, Inc.
("DMOI") under which the Company will purchase 2 million shares of DMOI Series B
Preferred Stock ("Series B shares") to be issued in consideration for cash and a
promissory note to be issued by the Company.  The Series B shares will be deemed
at all times as the  equivalent of  sixty-percent  (60%) of the common shares of
DMOI for voting purposes on all matters. It is anticipated that this transaction
will close in the second quarter of 2007.

The Company has never been the subject of a bankruptcy,  receivership or similar
proceeding.


                           Current Corporate Strategy:

NewMarket  Technology is in the business of developing  market entry  technology
products  and  services  into  early  and  mainstream  technology  products  and
services. To this end, NewMarket has introduced a unique business model which we
believe  overcomes  the profit margin  pressure  facing the  technology  service
sector resulting from the globalization of the technology labor force.

In general, the component functions of the NewMarket business model are to:

1) find and acquire timely early stage  technology  companies;  2) incrementally
invest to market refine the acquired technology offering; 3) concentrate initial
sales efforts on focused pilot opportunities; 4) expand pilot opportunities to a
level that prove market viability;
5) spin the  technology  company out into a next stage,  stand alone  company to
support expanded capital  formation;  6) maintain the support service economy of
scale by retaining support service contract  functions at NewMarket  Technology;
and 7) build service and sales capacity in developing economies oversees to take
advantage  of  reduced  labor  expense  and to sell into fast  growing  economic
regions with less brand name competition than in North America.

Technology sector  businesses face two substantial  market wide systemic issues.
The first is the growing global  technical  labor force is creating  significant
profit margin pressure as technology companies continue to ratchet down expenses
and sell at  prices  below  their  competition  by  employing  the ever  growing
technology labor force from developing  economic countries around the world. The
global technology labor force is growing and technology  companies will continue
to chase each other's  downward  spiraling  labor expense in turn  continuing to
squeeze technology company profit margins for the foreseeable future.  Secondly,
since the collapse of the dotcom  investment  market,  the technology sector has
not been  able to  re-establish  consistent  investment  community  interest  in
technology  innovation.  Profit  margin  pressure  deters  investment  community
interest at the same time making internal research and development investment an
unlikely  alternative.  Technology  innovation  is  critical  to the  technology
sector.  Updated technology products with enhanced features and performance that
replace last generation  products are a significant and critical  portion of the
overall technology market.

We believe NewMarket  improves  technology product and service profit margins by
combining  traditional  product and service  revenues with income monetized from
the overall business value of a technology offering. The equity value is usually
a  factor  of  the  future  earnings  potential  of a new  technology.  Earnings
potential is generally derived by projecting the currently  realized revenue and
earnings  of a product or service  offering,  within its market  entry  customer
scope,  across the entire market of potential  customers  that are likely future
candidates  for the new product or service  offering.  NewMarket  contains  each
technology  product and service  offering  within a subsidiary  company.  As the
product and service  offering  matures,  NewMarket plans to monetize the overall
value of the technology offering through an incremental  liquidation of stock in
the subsidiary  company housing the now mature product or service offering.  The
revenue and profits of the now mature product or service offering  combined with
the income from the incremental sale of stock in the associated  subsidiary will
provide NewMarket with a profit margin advantage.

The  NewMarket   corporate  structure  that  enables  the  incremental  sale  of
subsidiary  stock in order to boost product and service  revenues and profits is
also the aspect of the  NewMarket  business  model that  attracts  investment in
technology  product and  service  innovation.  In  addition to selling  stock in
subsidiary  companies  to combine  equity  income with  traditional  product and
service  revenue and profits,  the subsidiary  structure  provides an attractive
long  term  and   incremental   return  on  investment   opportunity   for  both
institutional  and retail  common  shareholders.  When a  subsidiary  company is
positioned for incremental  liquidation through an independent public listing or
the sale of subsidiary  stock to a  third-party  company,  NewMarket  will issue
subsidiary  stock to common  shareholders  through a  dividend  declaration.  By
issuing  stock  in  subsidiary   companies  to  NewMarket  common  shareholders,
NewMarket  believes it will  enhance  long-term  return  opportunity  for common
shareholders by adding dividend returns to NewMarket stock appreciation, if any.
The ability of  NewMarket  common  shareholders  to liquidate  subsidiary  stock
issued in a NewMarket dividend creates incremental return opportunities that can
be immediately realized without liquidating NewMarket stock.

We believe the NewMarket  Technology business  opportunity is perpetuated by the
ongoing demand for technology  innovation.  New  technologies  likewise  require

<PAGE>


ongoing  investment.  However,  since  the 2001  collapse  of the high  tech IPO
market,  new  technologies  have struggled to find investment and investors have
not found an attractive start-up investment model.

NewMarket  Technology  has set out to replace  the high tech IPO market with the
micro-cap public market. The technology start-ups are appropriately much smaller
organizations  with  more  reasonable   start-up  goals.  The  required  capital
investments are correspondingly smaller.

In order to create a meaningful  organization through smaller  investments,  the
counter  strategy  to smaller  investments  is more  investments.  NewMarket  is
concentrating on Internet Protocol (IP) Communication Technologies.  The Company
currently  has  three  market  sector  concentrations,  each  leveraging  a core
expertise  in  IP  Technology  -  Telecommunications,  Healthcare  and  Homeland
Security. The Company has plans to expand into financial services technologies.

Recent  developments in 2006 include the acquisition of UniOne  Consulting Ltda.
in Sao Paulo, Brazil.  UniOne expands NewMarket's Latin American operations with
the addition of a notable  systems  integration  operation which will contribute
more than $10 million in annual profitable revenue.

While  having  made  substantial  progress  in 2006,  NewMarket  remains  in the
development  stage and is still  acquiring  the necessary  operating  assets and
management  expertise  to continue  with the proposed  business.  In addition to
continuing  to acquire  necessary  assets and  management,  NewMarket  must also
reorganize the operating  assets already acquired in order to derive the benefit
intended to the Company through the original acquisition.  There is no assurance
that any benefit will result from such activities.

Future plans call for acquiring  companies that augment and  complement  current
products and  customers.  Such plans involve  various  risks to future  business
operations and financial condition. If the Company fails to perform adequate due
diligence, NewMarket may acquire a company or technology that:

(a)  is not complementary to the business;
(b)  is difficult to assimilate into the business;
(c)  subjects  the  Company to  possible  liability  for  technology  or product
     defects; or
(d)  involves substantial additional costs exceeding estimated costs.

In addition,  the Company also faces the following  risks in connection with its
acquisitions:

(a) the Company may spend  significant  funds  conducting  negotiations  and due
diligence   regarding  a  potential   acquisition  that  may  not  result  in  a
successfully completed transaction;
(b) the Company may be unable to negotiate acceptable terms of an acquisition;
(c) if  financing is required to complete  the  acquisition,  the Company may be
unable to obtain such financing on reasonable terms, if at all; and
(d)  negotiating  and  completing an  acquisition,  as well as  integrating  the
acquisition into our operations,  will divert management time and resources away
from our current operations and increase our costs.

Our Principal Products/Services:

We provide  full  service  software  and systems  development,  integration  and
maintenance  and maintain  product  reseller and  integrator  partnerships  with
Microsoft,  Hyperion, SAP, Oracle, Cisco, Sun Microsystems,  iPass, and Lockheed
Martin Overseas  Corporation among other software and systems  corporations.  We
maintain our own line of emerging  proprietary  technologies that compliment and
enhance the functions and features of our corporate brand name partners.  Our in
house proprietary offerings include:

     o    Voice over IP (VoIP) services
     o    Broadband Wireless Services
     o    Proprietary Healthcare Practice Management Software
     o    Proprietary Defense Industry System Solutions
     o    Voice Mail and Messaging Services;
     o    Prepaid Long-Distance Calling Card Services;
     o    Corporate Long-Distance, Fax and Data Networking Services;
     o    E-commerce Communications Services for businesses selling products and
          services over the Internet; o Intelligent Contact Management; and
     o    Wireless Features, Long-Distance and Applications.
     o    Electronic Data Interchange (EDI) Software.

We also offer lower cost, high quality software  development  outsourcing to our
clients through our resources in China and Latin America.

Revenue/Products Breakdown:

To date, our revenues have come primarily in the following product areas:

     o    Software Licensing
     o    Long-Distance Telephone Services, both Domestic and International

<PAGE>


     o    Technical Independent Consulting
     o    Security

                                 Our Customers:

We  have  three  major  types  of  customers:   large  and  small  national  and
international  corporations,  such as Siemens,  Assurant,  Sabre,  Centex, Avon,
Bayer,  ExxonMobil,  Asia  Pacific  and Visa  International;  service  providers
(domestic and foreign), including Internet Service Providers (ISPs), Application
Service Providers  (ASPs),  Local Exchange Carriers (LECs) and Competitive Local
Exchange Carriers (CLECs); and governments (domestic and foreign).


                             Our Billing Practices:

For  integration  and  licensing  services,  we bill our customers on a biweekly
basis. On most  communication  services such as local and long distance provided
through our service  provider,  we provide  services on a prepaid basis. We also
offer real-time billing. Real-time billing allows the customer to secure reports
on the volume of calls,  locations called, exact amount owed and other features.
We also offer major customers weekly and monthly  billing,  if they post letters
of credit.

                               Geographic Markets:

Our target markets are located domestically in all 50 states and internationally
in developing economies, including Asia and Latin America.

                                   Marketing:

We plan to partner with  branded  communications  providers  to integrate  their
systems into a consolidated  package representing a single value proposition for
direct marketing to our target markets.

                        Competitive Business Conditions:

The   Internet-based   communications   software  products  industry  is  highly
competitive  and varied.  Many of our existing and  potential  competitors  have
financial,  personnel,  marketing,  customer bases and other financial resources
significantly  greater than ours. Among our various  competitors are many of our
potential  customers  such  as Bell  South,  Qwest,  Cisco  Systems  and  Lucent
Technologies.  These  competitors  have the flexibility to introduce new service
and pricing  options that may be more  attractive  to our existing and potential
customers.  As a result,  these  competitors  have  greater  growth  and  profit
potential than we do. We will attempt to overcome the competitive  advantages of
our  competitors by pursuing our new strategy of acquiring  businesses  that are
complementary to our own and which provide us with brand name recognition.

                            Suppliers/Raw Materials:

Our principal suppliers are provided below:

     o    Microsoft
     o    SAP
     o    Hyperion Solutions
     o    iPass
     o    Broadsoft
     o    Cisco Systems
     o    Sun Microsystems
     o    SSA Global
     o    Oracle
     o    Lockheed Martin Overseas Corporation
     o    Telenetics Corporation
     o    Andrew Telecommunication Systems

Although  there  can be no  assurances,  management  believes  that we have good
relations  with each of our principal  suppliers.  Our business does not require
the use of raw materials to any significant degree.  Those raw materials that we
do need are readily available through numerous commercial sources.

                        Patents, Trademarks and Licenses:

We have  one  provisional  patent  for our  RFID  shipping  management  product.
Otherwise  we do not  hold,  and have not  applied  for,  any  patents.  We have
previously  filed for service mark protection with the U.S. Patent and Trademark
Office for the following marks but, we do not  immediately  intend to vigorously
follow up on those filings.

<PAGE>


     o    IPVoice
     o    MultiCom
     o    AuditRite
     o    TrueConnect
     o    TruePartner
     o    4Com
     o    ICB Connect
     o    IP Jack-in-the-Box (stylized mark)
     o    COMMUNICATIONS OUT OF THE BOX
     o    IPVoice.net
     o    IPVoice.com
     o    FLAT5
     o    FLAT25
     o    4X4

The  applications  were filed between  August 1998 and early 2001. To date,  the
following  marks have been  accepted for  registration:  MultiCom,  TrueConnect,
4Com, IP  Jack-in-the-Box,  and FLAT25.  Various office actions have been issued
and  responses  filed.  There  can  be  no  guarantees  as  to  when,  if  ever,
registration will be granted on any or all of our applications.

                               Regulatory Matters:

Federal

We have no current domestic license with the Federal  Communications  Commission
("FCC"). We use the Internet for transmission of long- distance telephone calls.
Presently,  the FCC  does not  regulate  companies  that  provide  IP  Telephony
services  as  common   carriers   or   telecommunications   service   providers.
Notwithstanding the current state of the rules, the FCC's potential jurisdiction
over the  Internet  is broad  because  the  Internet  relies  on wire and  radio
communications  facilities and services over which these regulatory  authorities
have long-standing authority.

We have previously  requested our Competitive  Local Exchange Carrier (CLEC) and
Inter eXchange  Carrier (IXC) status in the U.S., but do not presently intend to
vigorously continue pursuing the CLEC and IXC status. A CLEC designation permits
the resale of local  telecommunications  services and an IXC designation  allows
for the  resale  of  long-distance  telecommunications  services.  We also  have
received  a  214   international   license   from  the  FCC  for   international
long-distance service.

Canadian

In  Canada,  the  Canadian  Radio-Television  and  Telecommunication  Commission
determined  in  1998  that  IP  Telephony   service  providers  must  pay  local
contribution  charges for calls terminating on local telephone  networks,  while
those calls that  originate  and terminate on computers are not subject to these
charges.  Canadian regulatory authorities may in the future make a determination
to apply  international  call termination fees or otherwise tariff IP Telephony.
We may also be required to comply with the  regulations  regarding the operation
of our  business  in  several  foreign  jurisdictions  and  will be  subject  to
compliance with the  requirements of the authorities of these locales  regarding
the establishment and operation of our business.

State

Our business strategy historically  subjected us to varying levels of regulation
in the states in which we anticipated  providing  intrastate  telecommunications
services. The vast majority of the states required us to apply for certification
to provide intrastate telecommunications services, or at least to register or to
be found  exempt from  regulation  before  commencing  intrastate  service.  The
majority of states also require us to file and maintain detailed tariffs listing
our rates for intrastate service. Although we had previously started the process
of filing in each state,  we do not intend to pursue this process  vigorously at
this time.

Many states also impose various reporting requirements or require prior approval
for  transfers  of control of  certified  carriers,  corporate  reorganizations,
acquisitions of  telecommunications  operations,  assignments of carrier assets,
including  subscriber bases,  carrier stock offerings and incurrence by carriers
of  significant  debt  obligations.  Certificates  of authority can generally be
conditioned,  modified,  canceled,  terminated  or revoked  by state  regulatory
authorities for failure to comply with state law and the rules,  regulations and
policies  of the  state  regulatory  authorities.  Fines  and  other  penalties,
including  the  return  of all  monies  received  for  intrastate  traffic  from
residents of a state,  may be imposed for such  violations.  In certain  states,
prior regulatory approval may be required for acquisitions of telecommunications
operations.

We  currently  are not  subject  to any state  regulation  with  respect  to our
Internet-related services.  However, there can be no assurances that we will not
be subject to such regulations in the future. Additionally,  we are not aware of
any pending legislation or regulations that would have a material adverse effect
on our operations. As we expand our efforts we must remain attentive to relevant
federal and state regulations.  FCC rules prohibit switching a customer from one
long-distance  carrier to another without the customer's consent and specify how
that consent must be obtained.  Many states have consumer  protection  laws that
further  define the  framework  within which our  marketing  activities  must be
conducted. We intend to comply fully with all laws and regulations; however, the

<PAGE>


constraints of federal and state restrictions could impact the success of direct
marketing efforts and otherwise increase our costs of doing business.

                               Future Regulation:

Due to the increasing  popularity  and use of the Internet,  it is possible that
additional  laws and  regulations  may be adopted with respect to the  Internet,
covering issues such as:

o    content,
o    privacy,
o    access to adult content by minors,
o    pricing,
o    bulk e-mail,
o    encryption standards,
o    consumer protection,
o    electronic commerce
o    taxation,
o    copyright infringement, and
o    other intellectual property issues.

We cannot  predict  the  impact,  if any,  that  future  regulatory  changes  or
developments  may  have on our  business,  financial  condition  or  results  of
operation. Changes in the regulatory environment relating to the Internet access
industry,  including  regulatory  changes  that  directly or  indirectly  affect
telecommunication  costs or increase the likelihood or scope of competition from
regional  telephone  companies or others,  could  increase our operating  costs,
limit our ability to offer services and reduce the demand for our services.

If, as the law in this area develops,  we become liable for information  carried
on, stored on or disseminated  through our gateways,  it may be necessary for us
to take  steps  to  reduce  our  exposure  to this  type  of  liability  through
alterations in our equipment, expanded insurance coverage or other methods. This
may  require  us to spend  significant  amounts  of money for new  equipment  or
premiums and may also require us to  discontinue  offering  certain  products or
services.

In a report to the United  States  Congress,  the FCC stated  its  intention  to
consider  regulating voice and fax telephony services provided over the Internet
as  "telecommunications"  even  though  Internet  access  itself  would  not  be
regulated.  The FCC is also  considering  whether such Internet- based telephone
service  should be subject  to  universal  service  support  obligations  or pay
carrier  access  charges  on the same  basis as  traditional  telecommunications
companies.

Local telephone  companies assess access charges to long-distance  companies for
the use of the local telephone network to originate and terminate  long-distance
calls,  generally on a per-minute  basis.  Access  charges have been a matter of
continuing dispute, with long-distance  companies complaining that the rates are
substantially in excess of cost, but local telephone companies argue that access
rates are  justified  to  subsidize  lower  local  rates for end users and other
purposes.  Local and  long-distance  companies both contend that  Internet-based
telephony  should be  subject to these  charges.  Since we plan to  continue  to
install our gateways and to offer IP Telephony, we could be directly affected by
these  developments.  We cannot predict whether these debates will cause the FCC
to reconsider its current policy of not regulating Internet service providers.

A  governmental  body could impose sales and other taxes on the provision of our
services,  which could increase the costs of doing  business.  A number of state
and  local  government   officials  have  asserted  the  right  or  indicated  a
willingness to impose taxes on Internet-related services and commerce, including
sales,  use and access  taxes.  No such laws have become  effective to date.  We
cannot  accurately  predict  whether  the  imposition  of any such  taxes  would
materially  increase our costs of doing  business or limit the services  that we
provide.  It may be possible to pass on some of these costs to the  consumer and
continue to remain competitive.

As our services are available  over the Internet in multiple  states and foreign
countries,  these  jurisdictions may claim that we are required to qualify to do
business as a foreign  corporation in each such state and foreign  country.  New
legislation or the application of laws and  regulations  from  jurisdictions  in
this area could have a detrimental effect upon our business.

Environmental

Our business is not subject to any material  costs or other  effects as a result
of compliance with federal, state or local environmental laws.

                            Research and Development:

In 2006,  $0 was spent on Research and  Development  compared  with  $110,844 in
2005.

                                   Employees:

We currently  have over 600  employees.  We currently have two officers and five
board members. Philip Verges is the Chief Executive Officer and Chairman. Philip
J. Rauch serves as our Chief Financial  Officer.  The current Board of Directors

<PAGE>


consists of Philip Verges, Philip J. Rauch, James Mandel, Bruce Noller, and Hugh
G. Robinson.  None of the current  employees is represented by a labor union for
purposes of collective  bargaining.  We consider our relations with our existing
employees to be good.

                             Available Information:

Our website  address is  www.newmarkettechnology.com,  We make available free of
charge  through our  Internet  site our annual  reports on Form 10-K,  quarterly
reports on Form 10-Q, current reports on Form 8-K, and Forms 3, 4 and 5 filed on
behalf of directors and executive officers, and any amendments to these reports,
filed or furnished  pursuant to the  Securities  Exchange Act of 1934 as soon as
reasonably  practicable after they are electronically filed with or furnished to
the Securities and Exchange Commission.

Item 1A. Risk Factors

Risks Related to Our Company

While we have been  cumulatively  profitable  for the year  over the last  three
years,  profits  have been  small and we have  incurred  monthly  and  quarterly
operating losses from time to time in each of the last three years.

We  cannot  be  certain  that we can  sustain  or  increase  profitability  on a
quarterly or annual basis in the future. If we are unable to remain  profitable,
our liquidity could be materially harmed.

We  cannot  predict  our  future  results  because  our  business  has a limited
operating history, particularly in its current form.

Given our limited operating history,  it will be difficult to predict our future
results. You should consider the uncertainties that we may encounter as an early
stage company in a new and rapidly evolving market. These uncertainties include:

o ......market acceptance of our products or services;
o ......consumer  demand for, and  acceptance  of, our  products,  services  and
        follow-on products;
o ......our ability to create user-friendly applications; and
o ......our unproven and evolving business model.

We have  only  recently  begun to  generate  significant  revenues  and we still
incurred losses in fiscal years 2001 and 2002.

We have a limited  operating  history and incurred  losses for 2001 and 2002. We
will need to achieve greater revenues to maintain profitability. There can be no
assurance  that we will be  successful  in  increasing  revenues,  or generating
acceptable  margins,  or, if we do, that  operation  of our  business  will be a
profitable business  enterprise.  We may have to seek additional outside sources
of capital for our business.  There can be no assurance  that we will be able to
obtain such capital on favorable  terms and conditions or at all. If this occurs
the market price of our common stock could suffer.

Our quarterly and annual sales and financial  results have varied  significantly
in the past, and we expect to experience fluctuations in the future, which means
that period-to-period  comparisons are not necessarily  meaningful or indicative
of future performance.

Our  sales  and  operating  results  have  varied,  and may  continue  to  vary,
significantly  from year to year and from  quarter  to  quarter as a result of a
variety of factors,  including the  introduction of new products by competitors,
pricing pressures, the timing of the completion or the cancellation of projects,
the evolving and  unpredictable  nature of the markets in which our products and
services are sold and  economic  conditions  generally or in certain  geographic
areas in which  our  customers  do  business.  Furthermore,  we may be unable to
control  spending in a timely manner to compensate  for any  unexpected  revenue
shortfall.  Accordingly, we cannot assure you that sales and net income, if any,
in any particular  quarter will not be lower than sales and net income,  if any,
in a preceding or  comparable  quarter or quarters.  In addition,  sales and net
income, if any, in any particular quarter are not likely to be indicative of the
results of operations  for any other  quarter or for the full year.  The trading
prices of our securities may fluctuate  significantly  in response to variations
in our quarterly or annual results of operations.

We may not be able to sustain or  accelerate  growth,  or sustain or  accelerate
recurring revenue from our business.

There can be no  assurance  that  demand  for our  services  and  products  will
increase  or be  sustained,  or that our  current or future  products  will have
market acceptance in that product  category.  Our acquisition costs per customer
are high due to the  significant  costs  associated  with  sales,  research  and
development and marketing.  To the extent we do not achieve growth and this cost
per customer is not reduced,  it will be difficult for us to generate meaningful
revenue at acceptable margins or achieve  profitability.  To the extent that our
business model is not successful,  because market acceptance does not develop as
expected, or other competing technologies evolve in connection with the changing
market or for any other  reason,  we might have  future  unexpected  declines in
revenue.

Rapid technological change could render our products and services obsolete.

The IP Telephony  industry is characterized by rapid  technological  innovation,
sudden changes in user and customer  requirements and preferences,  frequent new
product and service  introductions  and the emergence of new industry  standards
and  practices.  Each  of  these  characteristics  could  render  our  services,
products, intellectual property and systems obsolete. The rapid evolution of our

<PAGE>


market  requires  that we improve  continually  the  performance,  features  and
reliability  of  our  products  and  services,   particularly   in  response  to
competitive offerings. Our success also will depend, in part, on our ability:

o to develop or license new products,  services and technology  that address the
varied needs of our customers  and  prospective  customers,  and o to respond to
technological  advances  and  emerging  industry  standards  and  practices on a
cost-effective and timely basis.

If we are unable, for technical,  financial, legal or other reasons, to adapt in
a timely manner to changing market conditions or user preferences, we could lose
customers, which would cause a decrease in our revenue.

We may be unable to obtain  additional  capital if needed to grow our  business,
which would adversely impact our business. If we raise additional financing, you
may suffer significant dilution.

Although  we  expect  that our  current  cash and cash from  operations  will be
sufficient  to  satisfy  our  working   capital  and  ordinary   course  capital
expenditure  needs over the next 12 months,  if our  revenues do not continue to
grow to  cover  our  expenses,  we will  need  to  seek  additional  third-party
investment  in order to provide  additional  working  capital and, in any event,
additional  capital will be required to finance our growth  plans.  We cannot be
certain that financing from third parties will be available on acceptable  terms
to us or at all.  Our future  capital  requirements  will  depend  upon  several
factors,  including the rate of market  acceptance of our products and services,
our ability to expand our customer base and our level of expenditures  for sales
and marketing.  If our capital requirements vary materially from those currently
planned,  we may require  additional  financing sooner than  anticipated.  If we
cannot  raise  funds on  acceptable  terms,  we may not be able to  develop  our
products and  services,  take  advantage of future  opportunities  or respond to
competitive pressures or unanticipated  requirements,  any of which could have a
material  adverse  effect on our ability to grow our  business.  Further,  if we
issue  equity  securities,  you  will  experience  dilution  of  your  ownership
percentage,  and the new  equity  securities  may have  rights,  preferences  or
privileges senior to those of our common stock.

Many of our competitors have significantly  greater resources than we do and may
be able to respond more quickly to new or emerging  technologies  and changes in
customer requirements.

Companies that represent  competition in our markets  include Bell South,  Cisco
Systems, Nortel Networks and Qwest, among others.

Certain of our competitors  have  significantly  greater  financial,  technical,
marketing and other resources than we do and may be able to respond more quickly
to new or emerging technologies and changes in customer requirements. Additional
competition  could  result  in price  reductions,  reduced  margins  and loss of
market. We cannot guarantee that we will be able to compete successfully against
future competitors or that future competitive  pressures will not materially and
adversely affect our business, financial condition and results of operations.

If we lose the services of our key personnel,  we may be unable to replace them,
and our business could be negatively affected.

Our success depends in large part on the continued service of our management and
other key personnel and our ability to continue to attract,  motivate and retain
highly qualified  employees.  In particular,  the service of Philip Verges,  our
Chairman  and Chief  Executive  Officer  is  integral  to the  execution  of our
business  strategy.  If one or more of our key employees  leaves  NewMarket , we
will have to find a replacement  with the  combination  of skills and attributes
necessary to execute our strategy.  Because  competition  from other  technology
companies for skilled employees is intense, and the process of finding qualified
individuals  can be lengthy and expensive,  we believe that the loss of services
of key personnel could negatively affect our business,  financial  condition and
results of operations.

Risks Related to Our Industry

Deterioration of the IP Communications industry could lead to further reductions
in capital  spending  budgets by our  customers,  which could further  adversely
affect our revenues, gross margins and income.

Our revenues and gross margins will depend  significantly  on the overall demand
for IP communication products. Reduced capital spending budgets by our customers
caused by the ongoing  industry  downturn have led to continued  soft demand for
our products and services, which has resulted in, and may continue to result in,
decreased  revenues,  earnings  levels or growth  rates.  The global  economy in
general,  and the  technology  market in  particular,  has  weakened  and market
conditions  continue to be challenging.  As a result,  individuals and companies
are delaying or reducing  expenditures.  We have observed  effects of the global
economic  downturn in many areas of our business.  In addition,  the  technology
industry has experienced significant  consolidation,  and this trend is expected
to  continue.  It is possible  that we and one or more of our  competitors  each
supply  products  to  the  companies  that  have  merged  or  will  merge.  This
consolidation  could result in further delays in purchasing  decisions by merged
companies  or in us playing a  decreased  role in the supply of  products to the
merged companies. Further delays or reductions in spending could have a material
adverse  effect on demand for our products and services and,  consequently,  our
results of operations, prospects and stock price.

Risks Related to Our Capital Stock

The public market for our common stock may be volatile.

The market  price of our common  stock has been and is likely to  continue to be
volatile and significantly affected by various factors, including:

<PAGE>


o    general market conditions and market conditions affecting technology stocks
     in particular;
o    actual or  anticipated  fluctuations  in our quarterly or annual  operating
     results;
o    announcements   relating   to   contracts,    investments,    acquisitions,
     divestitures;
o    discontinued operations, layoffs or corporate actions;
o    industry conditions or trends; and
o    limited public float, market making activity and research coverage.

The stock markets,  especially the  over-the-counter  markets,  have experienced
significant  price and volume  fluctuations that have affected the market prices
of many  technology  companies'  stocks.  These  fluctuations  have  often  been
unrelated or  disproportionate to operating  performance.  These broad market or
technology  sector  fluctuations  may  adversely  affect the market price of our
common  stock.  General  economic,  political  and  market  conditions  such  as
recessions and interest rate fluctuations may also have an adverse effect on the
market price of our common  stock.  In addition,  the market price of our common
stock has also been and is likely to continue to be affected by  expectations of
analysts and investors.

Our preferred stock has certain preferences over our common stock with regard to
liquidation, dividends and election of directors.

Our issued and  outstanding  Preferred  Stock holds a preference in  liquidation
over our common  stock.  All of our  outstanding  Preferred  Stock is subject to
conversion  into common stock upon the occurrence of certain  enumerated  events
and contain provisions that may limit our ability to raise additional capital if
needed.  In  addition,  any such  conversion  will  dilute our  existing  common
stockholders.

Our ability to issue additional preferred stock or other convertible  securities
may  adversely  affect  the  rights  of our  common  stockholders  and may  make
takeovers more difficult,  possibly  preventing you from obtaining optimal share
price.

Our Articles of Incorporation  authorize the issuance of shares of "blank check"
preferred stock,  which would have the  designations,  rights and preferences as
may be determined from time to time by the board of directors.  Accordingly, the
board of directors is empowered,  without  shareholder  approval (but subject to
applicable  government regulatory  restrictions),  to issue additional preferred
stock with dividend, liquidation,  conversion, voting or other rights that could
adversely  affect the voting  power or other rights of the holders of the common
stock.  In the event of an issuance,  the preferred  stock could be used,  under
certain  circumstances,  as a method of  discouraging,  delaying or preventing a
change in control of the Company. We have also historically used securities that
are convertible into common stock as a currency to finance  acquisitions and may
continue to do so in the future.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Description of Properties

As of December 31, 2006,  our  headquarters  operated out of  approximately  671
square feet of leased  facilities  located at 14860 Montfort  Drive,  Suite 210,
Dallas,  Texas 75254. Our telephone number is (972) 386-3372.  Our lease expires
on December 31, 2008. Our monthly rental  payments are $1,080.  We have a number
of additional  leases for office space associated with our subsidiary  operating
companies.

We do not own any  property or intend to have any  property  in the  foreseeable
future. We do not intend to renovate,  improve or develop properties. We are not
subject  to any  competitive  conditions  for  property  and  currently  have no
property to insure. We have no policy with respect to investments in real estate
or interests in real estate and no policy with  respect to  investments  in real
estate  mortgages.  Further,  we have no policy with respect to  investments  in
securities  of  or  interests  in  persons  primarily  engaged  in  real  estate
activities.

Item 3. Legal Proceedings

We are presently  engaged in various legal actions as indicated below. We cannot
determine  at this time to what extent  liability  or damages,  if any,  will be
imposed  against us as a result of these matters.  We do not currently  maintain
insurance  coverage  that would be applicable to any damages that may be awarded
against us as a result of these matters. Should any significant damage awards be
rendered  against  us, the payment of such  damages may have a material  adverse
effect on our operations and financial condition.

Davis vs.  NewMarket  Technology,  Inc.  is an action  brought by the  Chapter 7
bankruptcy  trustee of Barbara Will, an  ex-president  of the Company,  alleging
breach of an employment  agreement.  The action was brought in Phoenix,  Arizona
and seeks  $1,195,850 plus interest.  The Company has filed a motion to stay the
proceedings  or  dismiss  pursuant  to an  arbitration  clause  and for  lack of
personal jurisdiction.  The trustee (Davis) abandoned the suit on June 15, 2006,
then  NewMarket  filed a motion to dismiss  which was objected by Barbara  Will.
Since  then  NewMarket  received  on  October  19,  2006,  a Notice of Intent to
Arbitrate by Barbara Will to enforce her employment  agreement of  approximately
$1.5 million.  The Company  intends to vigorously  defend this action and assert
certain offsetting counterclaims.

In April 2005, the Company filed a lawsuit  styled;  NewMarket,  Inc. v. Charles
Morris & Associates, Inc., Daniel Scofield, and Opportunity Consulting, Inc. The
Company filed this action  against  Charles  Morris &  Associates,  Inc. and its
proprietor,  Daniel Scofield  ("Scofield")  arising out of Scofield's failure to
perform  his  duties  as Chief  Operating  Officer  of  NewMarket.  There are no

<PAGE>


counterclaims.  Only one  deposition has been taken to date, and the parties are
ordered to mediation.  We do not  anticipate  any viable  counterclaims  in this
case.  NewMarket  intends  to  vigorously  prosecute  its  claims in this  case,
although it will, in good faith, attend the Court-ordered mediation.

In December 2005,  Tolga Erkmen filed a lawsuit styled Tolga Erkmen v. NewMarket
Technology,  No.  5-05-CV-821F(2),  in the United States  District Court for the
Eastern  District of North  Carolina,  Western  Division.  The  Company  filed a
counter lawsuit against Tolga Erkmen styled NewMarket Technology, Inc., formerly
known as IPVoice Communications, Inc. v. Tolga Erkmen, et Cause No. 06-00451, in
the 44th Judicial District Court of Dallas County, Texas.  Additionally,  Innova
filed  a  lawsuit  against  the  Company,  styled,  Innova,  Inc.  v.  NewMarket
Technology,  Inc.  formerly  known as  IPVoice  Communications,  Inc.  Cause No.
5-06-cv-00106-BR,  in the United States District Court for the Eastern  District
of North Carolina,  Western  Division.  All three matters arise out of a June 9,
2004 Purchase  Agreement  between  NewMarket,  on the one hand, and Tolga Erkmen
("Erkmen") and Innova,  Inc.  ("Innova"),  on the other hand, to purchase all of
the stock of Netsco.  In addition,  Erkmen and Innova were  obligated to provide
certain employment and consulting services,  together with business plans and to
otherwise help achieve the objectives of Netsco's operations.  Erkmen and Innova
have since filed suit  claiming  the right,  under the  Purchase  Agreement,  to
certain  Series  F  Convertible  Preferred  Stock of  NewMarket  with a value of
$3,000,000,  although there are certain  performance  offsets  against that sum.
NewMarket has filed a separate lawsuit and asserted,  among other things,  fraud
in the inducement in the Purchase  Agreement and failure by Erkmen and Innova to
comply with their  obligations  to preserve,  develop,  and  implement  Netsco's
business plans and intellectual  property.  In March 2006, we reached a mutually
agreeable  settlement  of this matter with Innova and in May 2006,  we reached a
mutually agreeable  settlement of this matter with Erkmen.  These claims between
NewMarket,  Innova and Erkmen were dismissed without  prejudice.  Later in 2006,
all claims were dismissed without prejudice as to Bud Maciekowicz, an individual
who served as CEO of Netsco. Accordingly, there are no longer any pending claims
in this matter by or against NewMarket.

In February  2006,  RBC Centura Bank filed a lawsuit  styled RBC Centura Bank v.
NewMarket Technology, Inc. v. Tolga Erkmen,. RBC Centura Bank ("RBC") filed this
Original Petition on February 7, 2006. RBC has sued NewMarket on a guaranty with
a claimed  amount of  $75,271.44,  plus  attorneys'  fees. The original debt was
entered into by Tolga Erkmen ("Erkmen"), the individual who sold stock of Netsco
to NewMarket.  In June 2006, we reached a mutually agreeable  settlement of this
matter with RBC.

In May  2006,  a former  employee  filed a lawsuit  styled  Curtis  Matthews  v.
NewMarket  Technology,  alleging  breach of an  employment  contract,  fraud and
unjust  enrichment  actions  whereby  the  employee  claims  he is  owed  earned
commissions of $130,856 and one million stock options. In March 2007, we reached
a mutually confidential agreement to settle this matter with Matthews.

In September  2006,  Wolfgang  Ploch filed a lawsuit  styled  Wolfgang  Ploch v.
NewMarket Technology, Inc. alleging breach of the RKM Suministros, C.A. Purchase
Agreement  dated  April 2, 2004.  Ploch  claims he is owed  $366,667  as per the
purchase agreement plus $15,000 pursuant to a consulting agreement.  The Company
has  removed  this  case to  Federal  Court in  Florida,  and  filed a motion to
transfer  venue to Texas.  In  February  2007,  we reached a mutually  agreeable
settlement  of this matter with Ploch.  In  exchange,  Ploch has  dismissed  and
released all claims against NewMarket.

In October 2006, a demand for arbitration was filed styled  Broadsoft v. Xiptel.
Broadsoft has brought a  contract/collections  action  against  Xiptel  claiming
Xiptel owes a total of $587,300 in principal obligations and interest. NewMarket
Technology,  Inc. is a guarantor of Xiptel's contract with Broadsoft. Xiptel and
NewMarket  Technology,  Inc.  have viable  defenses  and  counterclaims  against
Broadsoft and the companies will vigorously  defend their case. Actual exposure,
while  potentially  somewhat  greater  than the full  amount  currently  claimed
(including attorneys fees and further interest), is believed by management to be
far less than the  claimed  amount.  The Company  believes  the claim is without
merit and intends to vigorously defend the action.

We are  not  aware  of  any  contemplated  legal  proceeding  by a  governmental
authority in which we may be involved.

Item 4. Submission of Matters to a Vote of Security Holders

We did not submit any matter to a vote of security holders during 2006.



                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Our  common  stock has been since July  1998,  and is  currently,  quoted on the
Over-the-Counter Bulletin Board ("OTCBB") under the symbol "NMKT". The high, low
and  average bid  information  for each  quarter for the two most recent  fiscal
years  is  presented  below.  The  quotations  are  interdealer  prices  without
adjustment for retail  markups,  markdowns or commissions and do not necessarily
represent actual transactions. These prices may not necessarily be indicative of
any reliable market value. On December 31, 2006, the last reported sale price of
the common stock on the OTCBB was $0.337 per share.

<PAGE>


   Quarter              High          Low       Average
-------------           -----        -----      -------
2005
First Quarter           $0.74        $0.40      $0.61
Second Quarter          $0.64        $0.40      $0.47
Third Quarter           $0.51        $0.36      $0.42
Fourth Quarter          $0.45        $0.29      $0.37

2006
First Quarter           $0.41        $0.27      $0.31
Second Quarter          $0.70        $0.34      $0.42
Third Quarter           $0.35        $0.28      $0.31
Fourth Quarter          $0.38        $0.26      $0.30



                                    Holders:

As of April 17, 2007, we had 191,009,967  shares of our common stock outstanding
held of record by approximately  175  shareholders of record.  We currently have
only one class of common stock outstanding.

                                   Dividends:

We have not declared any cash  dividends on our common stock since our inception
and do not anticipate  paying such dividends in the foreseeable  future. We plan
to retain any future earnings for use in our business operations.  Any decisions
as to future payment of cash dividends will depend on our earnings and financial
position and such other factors as the Board of Directors deems relevant. We are
also subject to certain  restrictions related to the declaration of dividends on
our common stock by the terms of our outstanding preferred stock.

                    Recent Sales of Unregistered Securities:

Set forth below is information regarding the issuance and sale of our securities
without registration during the three month period ended December 31, 2006:

     o    During the three month  period ended  December  31, 2006,  the Company
          serviced  convertible debt and accrued interest by issuing  10,500,000
          shares of restricted common stock.

     o    In December  2006, the Company issued 40,000 share of common stock for
          services to one party for legal services  rendered.  These shares were
          valued at $13,000 or $0.325 per share.

     o    During the three month  period ended  December  31, 2006,  the Company
          issued  7,371,239 shares of common stock pursuant to the conversion of
          910  shares  of  Series F  preferred  stock,  772  shares  of Series G
          preferred   stock,  and  325  shares  of  Series  I  preferred  stock,
          respectively.

Each of the above issuances was deemed to be exempt under rule 506 of Regulation
D and/or Section 4(2) of the Securities Act of 1933, as amended.  No advertising
or general  solicitation was employed in offering the securities.  The offerings
and sales were made to a limited number of persons,  all of whom were accredited
investors,  business  associates  of our  company or  executive  officers of our
company,  and  transfer was  restricted  by our company in  accordance  with the
requirements  of the Securities Act of 1933. In addition to  representations  by
the above-referenced  persons, we have made independent  determinations that all
of the above-referenced  persons were accredited or sophisticated investors, and
that they were  capable of analyzing  the merits and risks of their  investment,
and  that  they   understood  the  speculative   nature  of  their   investment.
Furthermore,  all of the  above-referenced  persons were provided with access to
our Securities and Exchange Commission filings.


Item 6.  Selected Financial Data

The following selected financial data is derived from the consolidated financial
statements  of the  Company.  The data  should be read in  conjunction  with the
consolidated   financial   statements,   related  notes,   and  other  financial
information  included herein.  The information  presented below is in thousands,
except per share amounts.

<TABLE>
<CAPTION>

                                                                                   Year ended December 31,
                                                            ----------------------------------------------------------------
                                                                  2006          2005       2004       2003        2002
                                                                  ----          ----       ----       ----        ----

SELECTED STATEMENT OF OPERATIONS DATA
    <S>                                                            <C>          <C>        <C>         <C>         <C>
  Net sales                                                  $       77,636    50,138     24,977      2,347        959

  Net income (loss)                                          $        5,887     2,909        243        195     (1,318)
                                                             $
  Net income (loss) per weighted avg. common share-basic               0.04      0.03       0.01       0.01      (0.03)

SELECTED BALANCE SHEET DATA

  Working capital (deficiency)                               $       10,018     6,142      2,199      1,260     (1,450)

  Total assets                                               $       64,576    51,512     25,149      7,580      2,756

  Long term liabilities                                      $        9,916     4,244      2,947      3,800      1,626

  Stockholders' equity (deficiency)                          $       45,168    32,766     17,143      4,942       (315)

</TABLE>


Item 7. Management's Discussion and Analysis of Financial Condition  And Results
        of Operations

                           Forward-Looking Statements:

Statements in this Management  Discussion and Analysis  include  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section 21E of the Securities  Exchange Act of 1934. The words or phrases "would
be," "will allow,"  "intends to," "will likely result," "are expected to," "will
continue," "is anticipated,"  "estimate,"  "project," or similar expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private Securities  Litigation Reform Act of 1995. These statements may be found
in  "Description  of Business,"  "Management  Discussion and Analysis or Plan of
Operation" and elsewhere in the report.  Actual results could differ  materially
from those projected in the  forward-looking  statements as a result of a number
of risks and uncertainties,  including:  (a) lack of demand for our products and
services offered over the Internet;  (b) competitive  products and pricing;  (c)
limited amount of resources  devoted to advertising;  (d) lack of demand for our
products and services  being  purchased via the Internet;  and (e) other factors
that may negatively affect our operating results.  Statements made herein are as
of the date of the filing of this Form 10-KSB with the  Securities  and Exchange
Commission and should not be relied upon as of any subsequent date. We expressly
disclaim any obligation to update any information or forward-looking  statements
contained in this Form 10-KSB, except as may otherwise be required by applicable
law.

Overview

We have  achieved an operating  profitability,  but until we achieve a sustained
level of profitability over multiple years, we must be considered an early stage
entity.  Until that time, we may periodically  depend on financing resources for
cash flows to meet certain operating  expenses and no assurance of our financial
success or economic survival can be given during this period.

We  believe  our  strategy,  introduced  in June of  2002,  to  package  our own
proprietary  technology products and services with recognized brand names and to
pursue  sales in the high demand  Telecommunications,  Healthcare  and  Homeland
Security Markets will be successful.

Overall sales in fiscal year 2006 were $77,635,622  which resulted in net income
of  $5,887,493.  The  comprehensive  net  income for 2006 is  $6,615,601,  which
represents  an adjustment to  compensate  for the risk  associated  with foreign
profits and the potential conversion of foreign currency.

In  addition  to  the  products   and   services  we  currently   offer  in  the
Telecommunications  market, the Healthcare and Homeland Security markets we plan
to expand into the Financial  Services market in the future.  Our plans call for
accelerating market expansion into the Telecommunications,  Healthcare, Homeland
Security  and  Financial  Service   industries  through  strategic  mergers  and
acquisitions.

In 2005, we initiated an expansion of the NewMarket  business  model through the
launch of sister  operations in Latin America and Asia. In the future we plan to
similarly expand into Eastern Europe.

While  we  have  and  continue  to   aggressively   grow  through   mergers  and
acquisitions,  management  plans for our long-term growth to be achieved through
organic sales growth.

Management  expects  additional  capital  will be required to support our growth
plan. However, no specific capital plan exists.  Current  consideration  entails
raising capital  directly to operating  subsidiaries and reducing or eliminating
the use of NewMarket stock for future capital plans.

Results of  Operations-Year  Ended  December 31, 2006 Compared to the Year Ended
December 31, 2005

Net sales increased fifty five percent (55%) from $50,137,694 for the year ended
December 31, 2005 to  $77,635,622  for the year ended  December  31, 2006.  This
increase  was due  primarily  to the  implementation  of the  previously  herein
described  new business  model  implemented  in June 2002 and the  corresponding
herein described  acquisitions starting with VTI in June 2002 in addition to the
operations and growth from the acquired assets.

Cost of sales increased  seventy six percent (76%) from $31,587,560 for the year
ended  December 31, 2005 to  $55,752,439  for the year ended  December 31, 2006.
This increase was primarily due to the corresponding  increase in overall sales.
Our cost of sales,  as a percentage of sales was  approximately  72% and 63% for
the years ended December 31, 2006 and 2005,  respectively.  Management  plans to
continue  to  pursue  strategies  to  reduce  the  overall  cost of  sales  as a
percentage of sales as the company grows. Management will leverage the increased
purchasing  volume to improve  purchasing  contracts and reduce  overall cost of
sales.  Management will also implement resource utilization  strategies that can
demonstrate notable savings when applied over higher volumes of production.

<PAGE>

Compensation  expense  increased two percent (2%) from  $10,105,543 for the year
ended  December 31, 2005 to  $10,305,045  for the year ended  December 31, 2006.
Management  is working to keep  compensation  in  reasonable  proportion  to the
overall Company sales and expenses.  Management has significantly  decreased its
stock-based  compensation  to outside  consultants,  officers and related  party
consultants  and plans to continue to limit such  compensation.  No  performance
incentive compensation program has yet been in place since the implementation of
the new business  model in June 2002,  but  management  plans to  construct  and
implement  such a plan in the  future  intended  to support  the  aforementioned
objective of keeping  overall  compensation  in  proportion to Company sales and
expenses.

General and  administrative  expenses for the year ended  December 31, 2005 were
$4,026,123  compared to  $5,138,833  for the year ended  December 31, 2006.  The
increase in general and administrative expenses was primarily due to the overall
increase  in sales and  operational  expenses.  Management  plans to reduce  the
general and administrative expenses as a percentage of overall sales through the
consolidation  of  redundant  processes  in  resources  inherited  in the recent
acquisitions.

Depreciation and amortization expense increased from $621,775 for the year ended
December 31, 2005 to $786,173 for the year ended December 31, 2006. The increase
is due  primarily  to the overall  increase  in fixed  assets as a result of the
Company's  acquisitions.  Depreciation  on fixed  assets  is  calculated  on the
straight-line method over the estimated useful lives of the assets.

Net income increased  one-hundred and two percent (102%) from $2,908,949 for the
year ended December 31, 2005 to $5,887,493 for the year ended December 31, 2006.
2006 net income  represented 7.6% of net sales compared to 2005 net income which
represented 5.8% of net sales. The comprehensive  net income,  which is adjusted
to compensate  for the risk  associated  with foreign  profits and the potential
conversion of foreign  currency,  increased  one-hundred and forty-five  percent
(145%) from  $2,699,076  for the year ended  December 31, 2005 to $6,615,601 for
the year ended December 31, 2006. 2006 comprehensive net income represented 8.5%
of net sales compared to 2005 comprehensive net income which represented 5.4% of
net sales The net increase in profit and increase in the percentage of net sales
were due primarily to the  implementation of the previously herein described new
business model implemented in June 2002 and the  corresponding  herein described
acquisitions  starting with VTI in June 2002 in addition to the  operations  and
growth from the acquired  assets and the investment in operations made to effect
such growth,  and gains  attributable  to the sale of our Medical Office Systems
and Vera Technology subsidiaries.

Results of Operations - Year Ended  December 31, 2005 Compared to the Year Ended
December 31, 2004

Net sales  increased over two hundred  percent (200%) from  $24,977,134  for the
year ended  December  31, 2004 to  $50,137,694  for the year ended  December 31,
2005.  This increase was due primarily to the  implementation  of the previously
herein   described  new  business  model   implemented  in  June  2002  and  the
corresponding  herein described  acquisitions  starting with VTI in June 2002 in
addition to the operations and growth from the acquired assets.

Cost of sales increased two hundred thirty five percent (235%) from  $13,453,358
for the year ended December 31, 2004 to $31,587,560  for the year ended December
31, 2005.  This  increase was  primarily  due to the  corresponding  increase in
overall  sales.  Our cost of sales,  as a percentage of sales for the year ended
December 31, 2004 was  approximately 54% and 63% for the year ended December 31,
2005.  Management  plans to continue to pursue  strategies to reduce the overall
cost of sales as a percentage  of sales as the company  grows.  Management  will
leverage the increased  purchasing  volume to improve  purchasing  contracts and
reduce  overall  cost  of  sales.   Management  will  also  implement   resource
utilization  strategies that can  demonstrate  notable savings when applied over
higher volumes of production.

Compensation  expense  increased  one  hundred  sixty nine  percent  (169%) from
$5,995,152  for the year ended  December  31, 2004 to  $10,105,543  for the year
ended  December  31,  2005.  Management  is  working  to  keep  Compensation  in
reasonable proportion to the overall Company sales and expenses.  Management has
significantly  decreased its stock-based  compensation  to outside  consultants,
officers  and  related  party  consultants  and plans to  continue to limit such
compensation.  No  performance  incentive  Compensation  program has yet been in
place  since the  implementation  of the new  business  model in June 2002,  but
management  plans to construct and implement such a plan in the future  intended
to support the  aforementioned  objective  of keeping  overall  Compensation  in
proportion to Company sales and expenses.

General and  administrative  expenses for the year ended  December 31, 2004 were
$3,335,294  compared to  $4,026,123  for the year ended  December 31, 2005.  The
increase in general and administrative expenses was primarily due to the overall
increase  in sales and  operational  expenses.  Management  plans to reduce  the
general and administrative expenses as a percentage of overall sales through the
consolidation  of  redundant  processes  in  resources  inherited  in the recent
acquisitions.

Depreciation and amortization expense increased from $588,087 for the year ended
December 31, 2004 to $621,775 for the year ended December 31, 2005. The increase
is due  primarily  to the overall  increase in sales and  operational  expenses.
Depreciation on fixed assets is calculated on the straight-line  method over the
estimated useful lives of the assets.

Net income  increased  over one thousand  eight hundred and eighty eight percent
(1888%) from $154,044 for the year ended December 31, 2004 to $2,908,949 for the
year ended  December 31,  2005.  2005 net income  represented  5.8% of net sales
compared  to the  2004 net  income  which  represented  0.6% of net  sales.  The
comprehensive  net  income,  which  is  adjusted  to  compensate  for  the  risk
associated  with  foreign  profits  and  the  potential  conversion  of  foreign
currency, increased over six hundred and forty nine percent (649%) from $415,544
<PAGE>


for the year ended  December 31, 2004 to $2,699,076  for the year ended December
31, 2005. 2005  comprehensive net income  represented 5.4% of net sales compared
to the 2004 comprehensive net income which represented 1.7% of net sales The net
increase  in  profit  and  increase  in the  percentage  of net  sales  were due
primarily to the  implementation of the previously herein described new business
model  implemented  in  June  2002  and  the   corresponding   herein  described
acquisitions  starting with VTI in June 2002 in addition to the  operations  and
growth from the acquired  assets and the investment in operations made to effect
such growth.

Liquidity and Capital Resources

The  Company's  cash  balance at  December  31,  2006  increased  $187,650  from
$3,106,521 as of December 31, 2005, to  $3,294,171.  The increase was the result
of a combination of loan proceeds totaling $800,000,  cash flows from operations
totaling $2,678,797, and the effect of exchange rates on cash totaling $858,032,
offset by cash used for repayment of loans  totaling  $3,546,140,  and investing
activities totaling $603,039.  Operating  activities for the year ended December
31, 2006  exclusive  of changes in  operating  assets and  liabilities  provided
$5,486,749  in cash,  as well as a decrease  in  receivables  and other  current
assets of $2,861,029,  offset by a decrease in accounts  payable and accrued and
other current liabilities of $5,668,981.

Since inception,  the Company has financed  operations  primarily through equity
security  sales.  The Company may need to raise cash through  additional  equity
sales at some point in the future in order to sustain  operations.  Accordingly,
if revenues are insufficient to meet needs, we will attempt to secure additional
financing  through  traditional  bank  financing  or a debt or equity  offering;
however,  because the  start-up  nature of the Company  and the  potential  of a
future poor  financial  condition,  we may be  unsuccessful  in  obtaining  such
financing or the amount of the financing may be minimal and therefore inadequate
to implement our continuing  plan of operations.  There can be no assurance that
we will be able to obtain  financing on  satisfactory  terms or at all, or raise
funds through a debt or equity  offering.  In addition,  if we only have nominal
funds by  which  to  conduct  our  operations,  it will  negatively  impact  our
potential revenues.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

While  our  reporting   currency  is  the  U.S.  dollar,  the  majority  of  our
consolidated  revenues and  consolidated  costs and expenses are  denominated in
foreign currencies. A portion of our assets are denominated in foreign currency.
As a result, we are exposed to foreign exchange risk as our revenues and results
of operations may be affected by  fluctuations in the exchange rate between U.S.
dollars and foreign  currencies.  If a foreign currency  depreciates against the
U.S.  dollar,  the value of a portion of our  revenues,  earnings  and assets as
expressed in our U.S.  dollar  financial  statements  will decline.  We have not
entered  into any hedging  transactions  in an effort to reduce our  exposure to
foreign exchange risk.

Item 8. Financial Statements and Supplementary Data

The  information  required by this item  appears  beginning  on page F-1 of this
report.

Item 9. Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

During the two most recent fiscal years ended December 31, 2006 and December 31,
2005, there were no changes in or disagreements  with the Company's  independent
public accountants.

Item 9A. Controls and Procedures

An evaluation was performed under the supervision and with the  participation of
the Company's  management,  including its Chief Executive  Officer,  or CEO, and
Chief  Financial  Officer,  or  CFO,  of  the  effectiveness  of  the  Company's
disclosure controls and procedures, as such term is defined under Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  as of  December  31,  2006.  Based  on that  evaluation,  the  Company's
management,  including the CEO and CFO, concluded that the Company's  disclosure
controls and procedures are effective to ensure that information  required to be
disclosed by the Company in reports that it files or submits  under the Exchange
Act, is accumulated and communicated to the Company's management,  including the
Company's CEO and CFO, to allow timely decisions regarding required  disclosure,
and is recorded, processed,  summarized, and reported as specified in Securities
and Exchange Commission rules and forms.

Item 9B. Other Information

None.

                                    PART III

Item 10. Directors and Officers of the Registrant

The following  table sets forth  information  with respect to the sole executive
officer and directors of NewMarket Technology, Inc. as of April 17, 2007.

<PAGE>


        Name                 Age        Position
        ----------------     ---        ----------------------------------
        Philip M. Verges      41        Chairman, Chief Executive Officer,
                                        Director
        Philip J. Rauch       46        Chief Financial Officer, Director
        James Mandel          53        Director
        Bruce Noller          50        Director
        Hugh G. Robinson      74        Director


PHILIP VERGES,  Chief  Executive  Officer and Chairman of NewMarket  Technology,
Inc.,  previously managed VTI since its inception.  Mr. Verges is an experienced
executive  manager,  with a track  record  in both  telecommunications  and high
technology. Mr. Verges is a 1988 graduate of the United States Military Academy.
His studies at West Point centered on national  security.  Accelerated for early
promotion,  Mr. Verges served with  distinction as a U.S. Army Captain in a wide
variety  of  important  engagements  to  include  research  and  development  of
counterterrorism  communication  technologies  and practices.  Mr. Verges' early
career  after the Army  includes  time in the  Computer  Sciences  Research  and
Development  Department of General Motors as well as experience teaching systems
engineering  methodology  and  programming  to Electronic  Data Systems  ("EDS")
employees from 1991 to 1995. Mr. Verges' first business start-up  experience was
at EDS in a new division  concentrating  on call center  technology in financial
institutions.  Later in  1995,  he added  to his  start-up  experience  at a $30
million  technology  services  business  with the  responsibility  to open a new
geographic region with a Greenfield operation. Mr. Verges founded VTI in 1997.

PHILIP J. RAUCH,  Chief  Financial  Officer,  brings  substantial  financial and
corporate  development  talent and  experience to  NewMarket.  Mr. Rauch holds a
Bachelor  of Science in  Economics  degree  with  honors  from the  Universityof
Pennsylvania  Wharton School of Business,  with a  concentration  in finance and
accounting.  Since  February  2004,  Mr. Rauch has been the Chief  Operating and
Financial Officer of Defense  Technology  Systems,  Inc.  Beginning in 1997, Mr.
Rauch served in a senior capacity at AboveNet,  Inc. (formerly  Metromedia Fiber
Network, Inc.) as Vice President,  Business Operations, and later as Controller.
From 1993 to 1997, Mr. Rauch was Vice President and Chief  Financial  Officer of
Columbus   Construction,   a  heavy  construction  company  with  several  plant
facilities. From 1989 to 1993, he was Vice President and Chief Financial Officer
of F. Garofalo Electric Co., an engineering and construction  company. Mr. Rauch
has further earned a certificate in  Construction  Management from the Institute
of Design and Construction in New York. He is currently a member of the American
Management Association.

JAMES MANDEL,  Director,  has been the Chief Executive Officer and a Director of
Multiband  Corporation since October 1, 1998. From October 1991 to October 1996,
he was Vice  President  of Systems  for Grand  Casinos,  Inc.,  where his duties
included managing the design, development, installation and on-going maintenance
for the 2,000 room,  $507 million  Stratosphere  Hotel,  Casino and Tower in Las
Vegas.  Mr.  Mandel also managed the systems  development  of Grand Casino Mille
Lacs, in Onamia, Minnesota, Grand Casino Hinckley in Hinckley, Minnesota and six
other  casinos  nationwide.  He also  serves as  Chairman  of the Board of CorVu
Corporation and is a trustee of the Boys and Girls Club of Minneapolis.

BRUCE NOLLER, Director, is currently the President of Noller & Associates, Inc.,
Mr.  Noller  brings to the Board  over 25 years of  Financial,  Operational  and
Marketing experience.  Before he founded his own firm in 1994, he served as Vice
President for Integrated  Control  Systems,  a worldwide  management  consulting
firm.  During that time,  Mr.  Noller  proposed and oversaw  engagements  with a
variety of industries including healthcare, distribution, manufacturing, retail,
banking,  insurance,  mining  and  telecommunications.  With  an  approach  that
emphasizes  implementation  with measurable  results,  Mr. Noller's current firm
focuses on improving existing financial and management  systems.  Mr. Noller has
international  management consulting experience in Singapore,  Malaysia,  China,
Canada, Latin America and Europe.

HUGH G.  ROBINSON,  Director,  is the former  Chairman  and Board  Member of the
Federal  Reserve  Bank of Dallas and  served as an officer in the United  States
Army retiring with the rank of Major General. Mr. Robinson is currently a member
of the Board of  Directors  of CarMax,  Inc.,  Aleris  International,  Inc.and a
member of the Advisory Board of TXU Corp. Mr. Robinson is a graduate of the U.S.
Military  Academy at West Point,  New York and earned a Master's Degree in Civil
Engineering  at  Massachusetts  Institute of  Technology  (MIT).  He received an
honorary  Doctor of Laws degree from  Williams  College and attended the Harvard
Management  Program for Executives.  Mr.  Robinson's  military career included a
number of  prestigious  posts that included aide de camp to President  Lyndon B.
Johnson.  After  retiring  from the  military,  Robinson  joined  The  Southland
Corporation   as  vice   president  and   president  of  Cityplace   Development
Corporation,  a subsidiary of Southland.  From 1989 through 2002,  Mr.  Robinson
served as Chairman  and Chief  Executive  Officer of The Tetra  Group,  Inc.,  a
Dallas  construction  management  company with  divisions  in Minority  Business
Development  and  affordable  housing.  Mr.  Robinson  serves  on the  Board  of
Directors of the North Texas Public  Broadcasting Co., Inc., the LBJ Foundation,
Inc.,  and the Better  Business  Bureau.  He is a member of the Dallas  Citizens
Council,  the National  Society of  Professional  Engineers,  the Greater Dallas
Chamber and the Dallas Black Chamber.


Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires that our executive
officers,  directors and 10% stockholders  file reports of securities  ownership
and changes in ownership with the Securities and Exchange Commission.  Officers,
directors  and 10% owners  also are  required  to furnish us with  copies of all
Section 16(a) forms they file.

<PAGE>


Audit Committee and Charter

We have an audit committee and audit committee  charter.  Our audit committee is
comprised of two directors. A copy of our audit committee charter is filed as an
exhibit to this Form 10-K. Our audit committee is responsible for: (1) selection
and oversight of our independent accountant; (2) establishing procedures for the
receipt,  retention and treatment of complaints regarding  accounting,  internal
controls and auditing matters; (3) establishing procedures for the confidential,
anonymous  submission  by our  employees of concerns  regarding  accounting  and
auditing  matters;  (4)  engaging  outside  advisors;  and,  (5) funding for the
outside auditory and any outside advisors engagement by the audit committee.


Code of Ethics

We have adopted a corporate  code of ethics that applies to our chief  executive
officer and our chief financial  officer.  A copy of the code of ethics is filed
as an  exhibit to this Form 10-K.  We believe  our code of ethics is  reasonably
designed to deter  wrongdoing  and promote honest and ethical  conduct;  provide
full, fair,  accurate,  timely and understandable  disclosure in public reports;
comply  with  applicable  laws;   ensure  prompt  internal   reporting  of  code
violations; and provide accountability for adherence to the code.

Item 11. Executive Compensation

This  table  summarizes  the  before-tax  compensation  for the Chief  Executive
Officer and Chief Financial Officer who were the only executive  officers of the
Company during fiscal 2006.

<TABLE>
<CAPTION>


Summary Compensation



                                                              Long-Term      All Other
                                                            Compensation   Compensation
                                               Annual      --------------
                                            Compensation       Awards
                                           --------------- --------------
                                   Securities
                Name and                                    Underlying
           Principal Position         Year  Salary   Bonus    Options
------------------------------------- ---- --------- ----- -------------- ------------
     <S>                               <C>    <C>      <C>       <C>          <C>
Philip M. Verges                      2006  $200,000    --        --           --
   Chairman, Chief Executive Officer, 2005   125,000    --        --           --
   Director                           2004    60,000    --        --           --
    (since June 2002)
------------------------------------- ---- --------- ----- -------------- ------------
Philip J. Rauch (1)                   2006  $188,000    --        --           --
   Chief Financial Officer            2005      0       --        --           --
   (since Feb 2006)                   2004      0       --        --           --
------------------------------------- ---- --------- ----- -------------- ------------
</TABLE>



(1) Mr. Rauch became Chief Financial  Officer in February 2006 and therefore was
paid no salary in any prior fiscal years.

Option Grants in 2006

We maintain no stock option plan or long-term incentive plans at this time.

Option Exercises in 2006 and 2006 Year-End Option Values

We maintain no stock option plan at this time.  As such,  none of the  executive
officers  listed in the Summary  Compensation  Table  exercised stock options or
held unexercised stock options during 2006.

Compensation of Directors

Directors  who  are  also  employees  of  the  Company   receive  no  additional
remuneration for their services as directors. Beginning March 2006, non-employee

<PAGE>


directors  receive  a  quarterly  retainer  of  $3,000  and are  reimbursed  for
necessary travel expenses  incurred in connection with board meetings.  In 2005,
we formed a compensation and audit committee  consisting of independent members,
using the definition of  independence  set forth by the National  Association of
Securities Dealers' listing standards

This table summarizes the before-tax  compensation for the non-employee Board of
Directors during fiscal 2006.

<TABLE>
<CAPTION>

  <S>                           <C>                     <C>                  <C>                 <C>
----------------------- -------------------------- -------------------- --------------------- ---------------------------------
Name                     Fees Earned or Paid in    Stock Awards ($)     Option Awards ($)     All Other
----                     ----------------------    ----------------     -----------------     ---------
                         Cash ($)                                                             Compensation ($)
                         --------                                                             ----------------
----------------------- -------------------------- -------------------- --------------------- ---------------------------------
Bruce Noller             10,000                    --                   --                    --
----------------------- -------------------------- -------------------- --------------------- ---------------------------------
Kenneth Blow (1)         6,197                     --                   --                    --
Hugh G. Robinson         10,000                    --                   --                    --
James Mandel (1)         4,000                     --                   --                    --

</TABLE>

(1) Mr. Blow  resigned  from the Board of Directors  and was  replaced  with Mr.
Mandel on September 5, 2006.



Item 12. Security Ownership of Certain Beneficial Owners and Management

The  following  table sets forth as of December  31, 2006,  certain  information
regarding  beneficial ownership of the Common Stock held by each person known by
the Company to own  beneficially  more than 5% of the Common Stock,  each of the
Company's  directors,  each  of the  executive  officers  named  in the  Summary
Compensation Table, and all of the Company's executive officers and directors as
a group.

Beneficial ownership is a technical term broadly defined by the SEC to mean more
than ownership in the usual sense. In general, beneficial ownership includes any
shares a director,  executive  officer or other 5% holder can vote or  transfer,
shares subject to stock options and warrants that are  exercisable  currently or
become exercisable  within 60 days and shares subject to convertible  securities
that are convertible currently or within 60 days. These shares are considered to
be outstanding for the purpose of calculating the percentage of ownership of the
stockholder holding these options,  warrants or convertible securities,  but are
not considered to be outstanding  for the purpose of calculating  the percentage
ownership of any other  person.  Percentage  ownership  is based on  174,165,284
shares of common stock and the cumulative shares of convertible  preferred stock
(each share of preferred  stock is, at the  holder's  option,  convertible  into
shares of common stock, subject to certain antidilution  protection) outstanding
as of December 31, 2006 and  resulting in a fully  diluted  weighted  average of
182,759,172 shares of common stock.  Except as otherwise noted, the stockholders
named in this table have sole voting and dispositive  power for all shares shown
as beneficially owned by them.

<TABLE>
<CAPTION>


                                          Shares of Common                       Shares of
                                               Stock                            Convertible      Percentage
                                            Beneficially       Percentage     Preferred Stock  of Convertible
                                               Owned        of Common Stock Beneficially Owned Preferred Stock
----------------------------------------- ---------------- ---------------- ------------------ ---------------
Named Executive Officers and Directors
----------------------------------------- ---------------- ---------------- ------------------ ---------------
   <S>                                          <C>               <C>               <C>               <C>
Philip M. Verges (1)(5)                       63,000,000         36.2%               --               --
Philip J. Rauch (2)                            1,000,000          0.6%               --               --
Bruce Noller (3)                                 500,000          0.3%               --               --
----------------------------------------- ---------------- ---------------- ------------------ ---------------
All current Officers and Directors            64,500,000         37.1%
----------------------------------------- ---------------- ---------------- ------------------ ---------------
VergeTech, Inc. (4)(5)                        63,000,000         36.2%               --               --
----------------------------------------- ---------------- ---------------- ------------------ ---------------
</TABLE>



(1) Mr.  Verges's  address is c/o NewMarket  Technology,  Inc.,  14860  Montfort
Drive, Suite 210, Dallas,  Texas 75254.
(2) Mr. Rauch's address is c/o NewMarket Technology, Inc., 14860 Montfort Drive,
Suite 210, Dallas, Texas 75254.
(3) Mr.  Noller's  address is c/o NewMarket  Technology,  Inc.,  14860  Montfort
Drive, Suite 210, Dallas, Texas 75254.
(4) Verge Tech, Inc.'s address is 14860 Montfort Drive, Suite 210, Dallas, Texas
75254.
(5) Mr. Verges as the sole director and officer and a substantial stockholder of
VergeTech is deemed be the beneficial owner of VergeTech's shares

Item 13. Certain Relationships and Related Transactions

None

<PAGE>


Item 14. Principal Accountant Fees and Services

Summarized below is the aggregate amount of various  professional fees billed by
our principal  accountants,  Pollard-Kelley  Auditing  Services Inc. in 2005 and
2006:



                                         2006           2005
                                      ----------      ---------

        Audit fees                     $ 115,500      $  95,000
        Audit-related fees                30,000         63,250
        Tax fees                               0              0
        All other fees, including tax
        consultation and preparation           0              0



All audit fees are approved by the Audit  Committee  of our Board of  Directors.
Pollard-Kelley Auditing Services Inc. does not provide any non-audit services to
the Company.


                                     PART IV


Item 15. Exhibits and Financial Statement Schedules

(a) Financial Statements

The  following  financial  statements  of the Company and the related  report of
Independent  Registered Public Accounting Firm thereon are set forth immediately
following  the Index of Financial  Statements  which appears on page F-1 of this
report:

         Independent Registered Public Accounting Firm Report

         Consolidated Balance Sheets as of December 31, 2006 and 2005

         Consolidated Statements of Operations for the years ended December 31,
          2006, 2005 and 2004

         Consolidated Statements of Stockholders' Equity for the years ended
          December 31, 2006, 2005 and 2004

         Consolidated Statements of Cash Flows for the years ended December 31,
          2006, 2005 and 2004

         Notes to Consolidated Financial Statements

(b) Financial Statement Schedules

All schedules are omitted as the required  information  is  inapplicable  or the
information  is presented in the  consolidated  financial  statements or related
notes.

(c) Exhibits

EXHIBIT
NO.       DESCRIPTION OF EXHIBIT
-------   ---------------------------------------
2.1       Purchase  Agreement  dated  October  14,  2003  by and  among  IPVoice
          Communications,  Inc. and Intercoastal Financial Services Corporation.
          (Filed as Exhibit  20.1 to the  Company's  Current  Report on Form 8-K
          filed October 15, 2003 and incorporated herein by reference.)

2.2       Stock Purchase  Agreement dated August 26, 2003 by and between IPVoice
          Communications, Inc. and IP Global Voice, Inc. (Filed as Exhibit 21.0
          to the Company's  Current  Report on Form 8-K filed  September 2, 2003
          and incorporated herein by reference.)

<PAGE>


3.1       Articles of Incorporation of Nova Enterprises,  Inc. (Filed as Exhibit
          3.(i).1  to the  Company's  Form  10-SB  filed  November  3,  1999 and
          incorporated herein by reference.)

3.2       Certificate of Amendment of Articles of Incorporation changing name to
          IPVoice  Communications,   Inc.  (Filed  as  Exhibit  3.(i).2  to  the
          Company's Form 10-SB filed November 3, 1999 and incorporated herein by
          reference.)

3.3       Certificate of Amendment of Articles of Incorporation changing name to
          IPVC.com,  Inc.  (Filed as Exhibit 3.(i).3 to the Company's Form 10-SB
          filed November 3, 1999 and incorporated herein by reference.)

3.4       Certificate of Amendment of Articles of Incorporation changing name to
          IPVoice.com,  Inc.  (Filed as Exhibit  3.(i).4 to the  Company's  Form
          10-SB filed November 3, 1999 and incorporated herein by reference.)

3.5       Certificate of Amendment of Correction  completing the  description of
          the Senior  Convertible  Preferred Shares listed in the Certificate of
          Amendment of Articles of Incorporation filed on April 19, 1999. (Filed
          as Exhibit 3.(i).5 to the Company's  Quarterly  Report of Form 10- QSB
          filed May 15, 2000 and incorporated herein by reference.)

3.6       Certificate of Amendment of the Articles of Incorporation  designating
          the preferences, limitations and relative rights of Series B Preferred
          Stock.  (Filed as Exhibit 3.(i).6 to the Company's Quarterly Report of
          Form 10-QSB filed May 15, 2000 and incorporated herein by reference.)

3.7       Certificate of Amendment of Articles of Incorporation changing name to
          IPVoice  Communications,   Inc.  (Filed  as  Exhibit  3.(i).7  to  the
          Company's  Amendment  No. 2 to Form SB-2 filed  February  12, 2001 and
          incorporated herein by reference.)

3.8       Certificate of Amendment of the Articles of Incorporation  designating
          the preferences, limitations and relative rights of Series C Preferred
          Stock.  (Filed as Exhibit 3.(i).8 to the Company's  Amendment No. 2 to
          Form  SB-2  filed  February  12,  2001  and  incorporated   herein  by
          reference.)

3.9       Certificate of Amendment to the Articles of  Incorporation  increasing
          the authorized common stock to 100,000,000  shares.  (Filed as Exhibit
          3.(i).9 to the  Company's  Annual  Report on Form 10-KSB filed May 15,
          2000 and incorporated herein by reference.)

3.10      Bylaws of Nova  Enterprises,  Inc.  (Filed as Exhibit  3.(ii).1 to the
          Company's Form 10-SB filed November 3, 1999 and incorporated herein by
          reference.)

4.1       Form of Private Placement Offering  Memorandum dated February 27, 1997
          offering 1,600,000 common shares at $0.01 per share. (Filed as Exhibit
          4.1  to  the  Company's   Form  10-SB  filed   November  3,  1999  and
          incorporated herein by reference.)

4.2       Form of Private  Placement  Offering  Memorandum  dated April 20, 1998
          offering  992,500 common shares at $1.00 per share.  (Filed as Exhibit
          4.2  to  the  Company's   Form  10-SB  filed   November  3,  1999  and
          incorporated herein by reference.)

4.3       Form of Private Placement Offering Memorandum dated September 15, 1998
          offering  100,000 common shares at $0.50 per share.  (Filed as Exhibit
          4.3  to  the  Company's   Form  10-SB  filed   November  3,  1999  and
          incorporated herein by reference.)

4.4       Form of Private Placement  Offering  Memorandum dated December 1, 1998
          offering 1,000,000 common shares at $0.15 per share. (Filed as Exhibit
          4.4  to  the  Company's   Form  10-SB  filed   November  3,  1999  and
          incorporated herein by reference.)

<PAGE>


4.5       Form of Private Placement  Offering  Memorandum dated February 1, 1999
          offering 1,250,000 common shares at $0.40 per share. (Filed as Exhibit
          4.5  to  the  Company's   Form  10-SB  filed   November  3,  1999  and
          incorporated herein by reference.)

4.6       Form of Private Placement  Offering  Memorandum dated February 1, 1999
          offering 104 Units at  $25,000.00  per unit.  (Filed as Exhibit 4.6 to
          the  Company's  Form 10-SB  filed  November  3, 1999 and  incorporated
          herein by reference.)

4.7       Form of Promissory Note for Private Placement Offering of 104 Units at
          $25,000 per unit.  (Filed as Exhibit 4.7 to the  Company's  Form 10-SB
          filed November 3, 1999 and incorporated herein by reference.)

4.8       Form of Warrant for Private Placement Offering of 104 Units at $25,000
          per unit.  (Filed as Exhibit  4.8 to the  Company's  Form 10-SB  filed
          November 3, 1999 and incorporated herein by reference.)

4.9       Certificate  of  Designation,   Preferences  and  Rights  of  Class  C
          Cumulative  Convertible  Preferred Stock (Filed as Exhibit 10.2 to the
          Company's  Form 8-K  filed  March 3, 2005 and  incorporated  herein by
          reference.)

4.10      Certificate  of  Designation,   Preferences  and  Rights  of  Class  D
          Cumulative  Preferred  Stock (Filed as Exhibit  10.3 to the  Company's
          Form 8-K filed March 3, 2005 and incorporated herein by reference.)

10.1      Secured  Convertible  Promissory  Note dated  August 26,  2003 from IP
          Global Voice,  Inc.  (Filed as Exhibit 20.0 to the  Company's  Current
          Report on Form 8-K filed September 2, 2003 and incorporated  herein by
          reference.

10.2      DCI Acquisition Agreement (Filed as Exhibit 10.1 to the Company's Form
          8-K filed March 3, 2005 and incorporated herein by reference.)

10.3      8%  Promissory  Note by and between  NewMarket  Technology,  Inc.,  as
          Borrower, and Glenwood Partners, L.P. dated as of March 9, 2005 (Filed
          as Exhibit  10.3 to the  Company's  Form 8-K filed  March 15, 2005 and
          incorporated herein by reference.)

10.4      Quota  Purchase and Sale Agreement between NewMarket Technology, Inc.,
          Flavio Da Silva, Marcio Pissardo,  Celso Isberner,  Alexanre Couto and
          Mind  Information  Services  Ltda.  (Filed  as  Exhibit  10.1  to  the
          Company's  Form 8-K  filed  March 8, 2006 and  incorporated  herein by
          reference.)

10.5      Agreement  and  Plan  of   Reorganization  by  and  between  NewMarket
          Technology,  Inc.,  NewMarket China, Inc. and Intercell  International
          Corp.  (Filed as Exhibit 10.1 to the  Company's  Form 8-K filed August
          11, 2006 and incorporated herein by reference.)

10.6      Stock Purchase Agreement by and between Medical Office Software, Inc.,
          NewMarket Technology, Inc. and VirtualHealth Technologies, Inc. (Filed
          as Exhibit 10.1 to the  Company's  Form 8-K filed October 12, 2006 and
          incorporated herein by reference.)


14.1      NewMarket  Technology,  Inc.  Code of Ethics (Filed as Exhibit 14.1 to
          the Company's Form 10-KSB filed March 31, 2006 and incorporated herein
          by reference.)

14.2      NewMarket  Technology,  Inc. Audit Committee Charter (Filed as Exhibit
          14.1  to  the   Company's   Form  10-KSB  filed  March  31,  2006  and
          incorporated herein by reference.)

<PAGE>


16.1      Durland & Company,  CPAs, PA letter  regarding  change of  accountant.
          (Filed as Exhibit 16.1 to the  Company's  Form 8-K filed  February 28,
          2005 and incorporated herein by reference.)

31.1 *    Certification of Chief Executive Officer Pursuant to  Rule 13a-14  and
          Rule 15d-14(a),  promulgated  under the Securities and Exchange Act of
          1934 as amended.

31.2 *    Certification of  Chief  Financial Officer Pursuant to Rule 13a-14 and
          Rule 15d-14(a),  promulgated  under the Securities and Exchange Act of
          1934 as amended.


32.1 *    Certification  of  Chief Executive  Officer Pursuant to 18 USC Section
          1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of
          2002.

32.2 *    Certification  of  Chief Financial  Officer Pursuant to 18 USC Section
          1350, as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of
          2002.

* Filed Herewith


                                   Signatures

In  accordance  with  Section  13 or  Section  15(d) of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                           NewMarket Technology, Inc.
                           --------------------------
                                  (Registrant)


Date:   May 21, 2007


            By: /s/ Philip M. Verges
              ------------------------------------
              Philip M. Verges
              Chief Executive Officer and
              Chairman of the Board of Directors


Date:   May 21, 2007


            By: /s/ Philip J. Rauch
              ------------------------------------
              Philip J. Rauch
              Chief Financial Officer



<PAGE>


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.


/s/ Philip M. Verges
---------------------      Chief Executive Officer and    May 21, 2007
   Philip M. Verges        Chairman of the Board

/s/ Philip J. Rauch
---------------------      Chief Financial Officer and    May 21, 2007
   Philip J. Rauch         Director

/s/ James Mandel
---------------------      Director                May 21, 2007
   James Mandel

/s/ Bruce Noller
---------------------      Director                May 21, 2007
   Bruce Noller

/s/ Hugh G. Robinson
---------------------      Director                May 21, 2007
   Hugh G. Robinson

<PAGE>


                          INDEX TO FINANCIAL STATEMENTS



Reports of Independent Registered Public Accounting Firms ...................F-2

Consolidated Balance Sheet...................................................F-3

Consolidated Statements of Operations........................................F-4

Consolidated Statements of Stockholders' Equity..............................F-5

Consolidated Statements of Cash Flows........................................F-6

Notes to Consolidated Financial Statements...................................F-7








<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders
NewMarket Technology, Inc.
Dallas, Texas

We have audited the accompanying balance sheet of NewMarket Technology, Inc., as
of  December  31,  2006 and 2005,  and the related  consolidated  statements  of
operations and comprehensive income, stockholders' equity and cash flows for the
years then ended..  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  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  audits  provide  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 NewMarket Technology,  Inc. and
subsidiaries as of December 31, 2006 and 2005, and the results of operations and
cash flows for each of the years  then  ended,  in  conformity  with  accounting
principles generally accepted in the United States of America.




                                          Pollard-Kelley Auditing Services, Inc.
Fairlawn, Ohio
April 17, 2007


<PAGE>

<TABLE>
<CAPTION>

                           NewMarket Technology, Inc.
                           Consolidated Balance Sheet
                                  December 31,

                       ASSETS                                                              2006            2005
                                                                                       ------------- ----------------
CURRENT ASSETS
    <S>                                                                                   <C>                <C>
   Cash                                                                                 $3,294,171       $3,106,521
   Accounts receivable, net of allowance of $86,032 and $55,936                         12,600,352       15,060,648
   Inventory, at cost                                                                   900,899          1,237,063
   Prepaid expenses, deposits and other current assets                                  1,468,078        1,239,323
                                                                                       ------------- ----------------
          Total current assets                                                          18,263,500       20,643,555
                                                                                       ------------- ----------------
PROPERTY AND EQUIPMENT
   Computer and office equipment                                                        2,906,680        2,499,759
   Less: Accumulated depreciation                                                       (1,658,373)      (1,914,000)
                                                                                       ------------- ----------------
          Total property and equipment                                                  1,248,307        585,759
                                                                                       ------------- ----------------
OTHER ASSETS
   Notes receivable including accrued interest                                          5,856,839        3,324,541
   Investment in unconsolidated affiliates/subsidiaries                                 8,826,400        1,012,512
   Investment in restricted securities                                                     875,000        0
   Deposit on investment in unconsolidated affiliates                                   0                1,250,000
   Goodwill                                                                             26,250,473       21,091,034
   Software code, net of accumulated amortization                                       3,182,746        3,219,254
   Intangible property                                                                  72,881           385,532
                                                                                       ------------- ----------------
          Total other assets                                                            45,064,339       30,282,873
                                                                                       ------------- ----------------
Total Assets                                                                            $64,576,145      $51,512,187
                                                                                       ============= ================
       LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable
      Trade                                                                             $3,369,039       $9,512,436
      Related parties                                                                   7,830            21,668
   Accrued expenses
      Trade                                                                             1,955,412        2,357,329
      Income and sales tax payable                                                      25,348           109,653
   Deferred revenue                                                                     0                252,348
   Customer deposits                                                                    224,057          93,723
   Current portion of long-term debt                                                    285,868          236,771
   Short-term debt                                                                      2,377,722        1,918,303
                                                                                       ------------- ----------------
          Total current liabilities                                                     8,245,276        14,502,231
                                                                                       ------------- ----------------
LONG-TERM LIABILITIES
   Deferred income tax liability                                                        3,910            3,552
   Notes payable                                                                        9,911,952        4,240,379
                                                                                       ------------- ----------------
          Total long-term liabilities                                                   9,915,862        4,243,931
                                                                                       ------------- ----------------
Total Liabilities                                                                       18,161,138       18,746,162
                                                                                       ------------- ----------------
Minority interest in consolidated subsidiaries                                          1,247,418        0
                                                                                       ------------- ----------------
STOCKHOLDERS' EQUITY
   Senior convertible  preferred stock, $0.001 par value,  authorized 10,000,000
     shares; Series A, 100; Series C 925 and 2,303; Series D 0 and 550; Series E
     750 and 1,100; Series F 2,000 and 3,000;  Series G 200 and 4,900; Series H
     1,035 and 1,300 and; Series I 975 and 1,300 issued and outstanding at
     December 31, 2006 and 2005, respectively                                           5                15
   Common stock, $0.001 par value, 300,000,000 shares authorized; 174,165,284 and
     108,737,365 issued and outstanding at December 31, 2006 and 2005, respectively     174,165          108,737
   Deferred compensation                                                                (265,758)        (629,145)
   Additional paid-in capital                                                           45,840,098       40,482,944
   Accumulated comprehensive income (loss)                                              779,735          51,627
   Accumulated deficit                                                                  (1,360,657)      (7,248,151)
                                                                                       ------------- ----------------
          Total stockholders' equity                                                    45,167,589       32,766,027
                                                                                       ------------- ----------------
Total Liabilities and  Stockholders' Equity                                             $64,576,145      $51,512,189
                                                                                       ============= ================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                           NewMarket Technology, Inc.
                      Consolidated Statements of Operations
                            Years Ended December 31,

                                                                            2006             2005            2004
                                                                       ---------------  ---------------- ---------------
   REVENUES
         <S>                                                               <C>                <C>            <C>
      Services revenue                                                 $67,847,261      $39,148,965      $14,575,415
      Contract revenues                                                3,847,945        3,063,681        3,237,743
      Product revenues                                                 5,940,416        7,925,048        7,163,976
                                                                       ---------------  ---------------- ---------------
                Total revenues                                         77,635,622       50,137,694       24,977,134
   COST OF SALES
       Services COS                                                    48,262,075       23,882,781       6,149,952
       Contract COS                                                    2,698,207        1,657,292        2,114,694
       Product COS                                                     4,792,157        6,047,487        5,188,712
                                                                       ---------------  ---------------- ---------------
               Total Cost of sales                                     53,680,897       31,587,560       13,453,358
                                                                       ---------------  ---------------- ---------------
             Gross Margin                                              21,883,183       18,550,134       11,523,776
   OPERATING EXPENSES:
      Employee compensation                                            10,305,045       10,105,543       5,995,152
      General and administrative expenses                              5,138,833        4,026,123        3,335,294
      Selling and marketing                                            1,191,463        616,383          925,680
      Research & Development                                           0                110,844          63,251
      Depreciation and amortization                                    786,173          621,775          588,087
      Bad debt expense                                                 0                0                157,363
      Warranty reserve                                                 0                0                28,109
      Inventory reserve                                                0                0                253,587
                                                                       ---------------  ---------------- ---------------
             Total expenses                                            17,421,514       15,480,668       11,346,523
                                                                       ---------------  ---------------- ---------------
   Income (Loss) from operations                                       4,461,669        3,069,466        177,253
                                                                       ---------------  ---------------- ---------------
   OTHER INCOME (EXPENSE):
      Interest income                                                  1,023,967        449,538          169,335
      Interest expense                                                 (503,714)        (449,227)        (155,487)
      Foreign currency transaction gain (loss)                         13,298           3,662            (9,081)
      Inflation effects                                                (318,539)        (12,873)         46,331
      Bad debt expense recoupment                                      0                574,712          0
      Gain on debt forgiveness                                         0                203,872          0
      Gain on sale of subsidiary                                       625,816          0                0
      Gain on capital contribution for subsidiary                      1,300,000        0                0
      Lawsuit settlement expense                                       (92,124)         (818,372)        0
      Other expense                                                    (365,810)        (174,506)        0
      Other income                                                     98,826           119,259          14,188
                                                                       ---------------  ---------------- ---------------
             Total other income (expense)                              1,781,720        (103,935)        65,286
                                                                       ---------------  ---------------- ---------------
   Net income before income tax (credit) and minority interest         6,243,389        2,965,531        242,539
      Foreign income tax (credit)                                      55,886           56,582           (21,734)
      Minority interest in consolidated subsidiary income (loss)       (300,010)        0                (66,761)
                                                                       ---------------  ---------------- ---------------
   Net income                                                          5,887,493        2,908,949        154,044
   Other comprehensive income (loss)
      Foreign currency translation gain (loss)                         728,108          (209,873)        261,500
                                                                       ---------------  ---------------- ---------------
   Comprehensive income                                                $6,615,601       $2,699,076       $415,544
                                                                       ===============  ================ ===============
   Income per weighted average common share - basic                    $         0.04   $        0.03    $      0.01
                                                                       ===============  ================ ===============
   Income per weighted average common share - fully diluted            $         0.03   $        0.02    $      0.01
                                                                       ===============  ================ ===============
   Number of wtd average common shares outstanding - basic             158,604,670      95,814,972       64,218,004
                                                                       ===============  ================ ===============
   Number of wtd average common shares outstanding -  fully diluted    215,034,964      182,759,172      108,323,004
                                                                       ===============  ================ ===============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                           NewMarket Technology, Inc.
                 Consolidated Statements of Stockholders' Equity

                                                        Par Value                             Accum                  Total
                                     Number of Shares    of Stock     Additional               Comp                Stockholders'
                                   -------------------- ------------   Paid-In    Deferred    Income   Accumulated   Equity
                                     Pfd      Common    Pfd  Common    Capital      Comp      (Loss)     Deficit
                                   ------- ------------ --- -------- ----------- ----------- --------- ------------ -----------
      <S>                            <C>       <C>      <C>  <C>      <C>        <C>         <C>        <C>        <C>
BEGINNING  BALANCE,
 December 31, 2003                 3,903   50,934,786   4   50,935   15,202,578  0           0         (10,327,859) 5,137,826
Conversion of Series B pref. stock (503)   1,075,257    (1) 1,075    (1,074)     0           0         0            0
Conversion of debt to common stock 0       25,087,115   0   25,087   4,303,756   0           0         0            4,328,843
Issuance of common stock
 for services                      0       2,668,845    0   2,669    796,621     (714,500)   0         0            84,790
Issuance of common stock
 for acquisition                   0       2,000,000    0   2,000    977,000     0           0         0            979,000
Issuance of Series D pref. stock   550     0            1   0        364,999     0           0         0            365,000
Issuance of Series E pref. stock   2,000   0            2   0        1,999,998   0           0         0            2,000,000
Issuance of Series F pref. stock   3,000   0            3   0        2,999,997   0           0         0            3,000,000
Amortization of deferred
 compensation                      0       0            0   0        0           607,222     0         0            607,222
Other comprehensive income (loss)  0       0            0   0        0           0           261,500   0            261,500
Net income                         0       0            0   0        0           0           0         170,759      170,759
                                   ------- ------------ --- -------- ----------- ----------- --------- ------------ -----------
BALANCE, December 30, 2004         8,950   81,766,003   9   81,766   26,643,875  (107,278)   261,500   (10,157,100) 16,722,772
Conversion of Series C pref. stock (997)   1,673,300    (1) 1,673    (1,672)     0           0         0            0
Conversion of Series E pref. stock (900)   2,373,757    (1) 2,374    (2,373)     0           0         0            0
Conversion of debt to Series G
 pref stock                        4,900   0            5   0        4,899,995   0           0         0            4,900,000
Issuance of Series H pref stock    1,300   0            1   0        1,299,999   0           0         0            1,300,000
Issuance of Series I pref stock    1,400   0            2   0        1,399,998   0           0         0            1,400,000
Issuance of common stock for
 loan penalty                      0       100,000      0   100      62,400      0           0         0            62,500
Conversion of debt to common stock 0       18,572,309   0   18,572   4,311,208   0           0         0            4,329,780
Issuance of common stock
 for services                      0       3,700,000    0   3,700    1,370,075   (1,050,075) 0         0            323,700
Issuance of common stock -
 settle lawsuit                    0       551,996      0   552      499,438     0           0         0            499,990
Amortization of deferred
 compensation                      0       0            0   0        0           528,208     0         0            528,208
Other comprehensive income (loss)  0       0            0   0        0           0           (209,872) 0            (209,872)
Net income                         0       0            0   0        0           0           0         2,908,949    2,908,949
                                   ------- ------------ --- -------- ----------- ----------- --------- ------------ -----------
BALANCE, December 31, 2005         14,653  108,737,365  15  108,737  40,482,943  (629,145)   51,628    (7,248,151)  32,766,027
Conversion of preferred stock      (9,168) 29,589,555   (9) 29,590   (29,581)    0           0         0            0
Common Stock issued for
 debt service                      0       34,010,321   0   34,010   4,692,447   0           0         0            4,726,457
Issuance of common stock
 for services                      0       1,828,043    0   1,828    694,289     (661,450)   0         0            34,667
Amortization of deferred
 compensation                      0       0            0   0        0           1,024,837   0         0            1,024,837
Other comprehensive
 income (loss)                     0       0            0   0        0           0           728,108   0            728,108
Net income                         0       0            0   0        0           0           0         5,887,494    5,887,494
                                   ------- ------------ --- -------- ----------- ----------- --------- ------------ -----------
ENDING BALANCE, December 31, 2006  5,485   174,165,284  $6  $174,165 $45,840,098 $(265,758)  $779,736  $(1,360,657) $45,167,590
                                   ======= ============ === ======== =========== =========== ========= ============ ===========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                           NewMarket Technology, Inc.
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,
  CASH FLOWS FROM OPERATING ACTIVITIES:                                 2006          2005            2004
                                                                  --------------- -------------  ---------------
    <S>                                                                 <C>           <C>           <C>
  Net income                                                      $5,887,494      $2,908,949     $154,044
  Adjustments to reconcile net income to net cash used by
   operating activities:
      Minority interest in consolidated subsidiary income (loss)  (300,010)       0              66,761
      Gain on sale of subsidiaries                                (625,816)       0              0
      Gain on capital contribution for subsidiaries               (1,300,000)     0              0
     Bad debt, warranty and inventory reserves                    1,071           (375,953)      439,059
     Stock issued for services                                    1,037,837       851,908        692,012
     Depreciation and amortization                                786,173         621,775        588,087
  Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                   2,829,931       (10,070,604)   (2,711,737)
     (Increase) decrease in inventory                             370,326         208,651        181,004
     (Increase) decrease in prepaid expenses and deposits         (339,227)       (196,420)      (40,869)
     Increase (decrease) in accounts payable - trade              (3,721,042)     6,491,064      217,141
     Increase (decrease) in accounts payable - related parties    (634,596)       (59,742)       205,591
     Increase (decrease) in customer deposits                     131,763         146,821        548,575
     Increase (decrease) in deferred revenue                      (252,348)       252,348        112,525
     Increase (decrease) in accrued expenses                      (1,103,815)     620,188        192,384
     Increase (decrease) in payables to affiliates                (6)             57,794         (137,734)
     Increase (decrease) in income taxes payable                  (88,937)        31,025         (238,645)
                                                                  --------------- -------------  ---------------

  Net cash provided by operating activities                       2,678,797       1,487,804      268,198
                                                                  --------------- -------------  ---------------

  CASH FLOWS FROM INVESTING ACTIVITIES:
     Notes receivable advances                                    0               (1,215,000)    0
     Investment in unconsolidated affiliates                      0               (1,283,512)    (1,283,512)
     Acquisition of intangible asset                              (287,097)       (56,000)       (478,185)
     Purchase of property and equipment                           (315,942)       0              (90,133)
                                                                  --------------- -------------  ---------------

  Net cash used by investing activities                           (603,039)       (2,554,512)    (1,851,830)
                                                                  --------------- -------------  ---------------

  CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on capital leases                                   0               0              (20,926)
     Advances on notes payable                                    800,000         2,177,156      2,304,613
     Payments on notes payable                                    (3,546,140)     (732,348)      (317,630)
     Advances on short term line of credit                        0               495,171        0
     Payments on short term line of credit                        0               (45,815)       (286,287)
     Cash purchased in acquisitions                               0               0              795,512
                                                                  --------------- -------------  ---------------

  Net cash provided by financing activities                       (2,746,140)     1,894,164      2,475,282
                                                                  --------------- -------------  ---------------

  Effect of exchange rates on cash                                858,032         (276,838)      32,170
                                                                  --------------- -------------  ---------------

  Net increase (decrease) in cash and equivalents                 187,650         550,618        923,820
                                                                  --------------- -------------  ---------------

  CASH, beginning of period                                       3,106,521       2,555,903      1,632,083

  CASH, end of period                                             $3,294,171      $3,106,521     $2,555,903
                                                                  =============== =============  ===============

  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Interest paid in cash                                        $503,714        $449,227       $155,487
                                                                  =============== =============  ===============

  Non-Cash Financing Activities:
     Common stock issued to settle debt                           $4,726,457      $4,329,780     $4,328,843
                                                                  =============== =============  ===============
     Common stock issued for acquisition of affiliate             $0              $0             $979,000
                                                                  =============== =============  ===============
     Preferred stock issued for acquisition of
      consolidated subsidiaries                                   $0              $2,700,000     $5,365,000
                                                                  =============== =============  ===============
     Issuance of promissory note and preferred stock to
      acquire subsidiaries                                        $0              $0             $5,365,000
                                                                  =============== =============  ===============
     Preferred stock issued to settle debt                        $0              $4,900,000     $0
                                                                  =============== =============  ===============

</TABLE>

<PAGE>

                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(1) Description of Business and Summary of Significant Accounting Policies

          The Company

          NewMarket Technology, Inc, (f/k/a IPVoice Communications,  Inc.), (the
          "Company"),  is a Nevada  corporation which conducts business from its
          headquarters  in  Dallas,  Texas.  The  Company  was  incorporated  on
          February  19,  1997 as Nova  Enterprises,  Inc.,  changed  its name to
          IPVoice  Communications,  Inc. in March of 1998,  then to IPVoice.com,
          Inc. in May of 1999, back to IPVoice  Communications,  Inc. in January
          of 2001 and to NewMarket  Technology,  Inc., in July 2004. The Company
          is involved in the information technology industry,  principally voice
          over  internet,  systems  integration,  homeland  defense  and medical
          office information technology.

          Use of estimates

          The consolidated financial statements have been prepared in conformity
          with accounting principles generally accepted in the United States. In
          preparing  the  financial  statements,  management is required to make
          estimates and assumptions  that affect the reported  amounts of assets
          and  liabilities  as of  the  date  of  the  statements  of  financial
          condition  and revenues  and expenses for the year then ended.  Actual
          results may differ significantly from those estimates.

          Significant acquisitions

          In February 2006,  the Company  entered into a Quota Purchase and Sale
          Purchase  Agreement  with the founders of UniOne  Consulting  Ltda., a
          Brazilian  limited  liability  company,  ("UniOne"),  to  acquire  the
          founders'  100% interest in UniOne.  The purchase  price to be paid by
          the Company is $6,460,320,  which may be increased to $8,539,680 based
          on various  financial  benchmarks.  The  purchase  price is payable in
          tranches  through  the end of  2008.UniOne  is a  systems  integrator,
          developer  and business  practice  implementation  company,  providing
          support for the  integration  and  maintenance of enterprise  software
          applications.  UniOne is  located  in Sao  Paulo  and Rio de  Janeiro,
          Brazil, as well as a regional office in Santiago de Chile, Chile.

          Principles of consolidation

          The  Company   accounts  for  its   investments   in  affiliates   and
          subsidiaries  in  accordance  with  Statement of Financial  Accounting
          Standard No. 94, (SFAS 94), and Accounting  Research  Bulletin No. 51,
          (ARB 51).  The  Company  uses two  different  methods  to  report  its
          investments in its subsidiaries and other companies: consolidation and
          the equity method.

          Consolidation

          The Company uses the consolidation  method to report its investment in
          its  subsidiaries and other companies when the Company owns a majority
          of the voting stock of the subsidiary.  All inter-company balances and
          transactions have been eliminated.  Infotel,  the Company's  Singapore
          based subsidiary, has been on a September 30 fiscal year end since its
          inception. The Company elected, pursuant to ARB 51, to account for the
          operations of Infotel on a matching period to matching period with the
          parent's  financials.  This means that should  there be a  significant
          shift in Infotel's  operations,  positive or negative,  it will not be
          reflected in the consolidated financials for an additional 90 days.

<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(1)  Description  of Business  and Summary of  Significant  Accounting  Policies
(Continued)

          Equity Method

          The Company uses the equity method to report investments in businesses
          where it  holds  20% to 50%  voting  interest,  but  does not  control
          operating and financial policies.

          Under the equity method, the Company reports:

               o    Its interest in the entity as an  investment  on its balance
                    sheets, and
               o    Its percentage  share of earnings or losses on its statement
                    of operations

          At December 31, 2006,  the Company did not record any income or loss ,
          nor adjust its  investment  account,  by the net income or loss of the
          affiliates,   as  the  actual  equity  percentage  paid  for  was  the
          investments  was less than  10%,  with a  concurrent  de  minimus  net
          income/loss related thereto.

          Earnings per share

          Basic net income per  weighted  average  common  share is  computed by
          dividing the net income(loss) by the weighted average number of common
          shares  outstanding  during the period.  Fully  diluted  includes  all
          common  shares  that  would  be  required  to  be  issued  of  various
          convertible   instruments  at  their  stated  conversion  rates  using
          December 31, 2006, market price of the underlying common stock.

          Stock compensation for services rendered

          The Company  issues  shares of common  stock in exchange  for services
          rendered. The costs of the services are valued according to accounting
          principles  generally  accepted  in the  United  States  and are  been
          charged to operations as earned.

          Property and equipment

          All property and  equipment is recorded at cost and  depreciated  over
          their  estimated  useful  lives,   using  the  straight-line   method,
          generally  three,  five or seven years.  Upon sale or retirement,  the
          costs and related  accumulated  depreciation are eliminated from their
          respective accounts, and the resulting gain or loss is included in the
          results of operations.  Repairs and maintenance charges,  which do not
          increase the useful lives of the assets,  are charged to operations as
          incurred.

          Intangibles

          In June 2002,  goodwill in the amount of  $2,756,327  was  recorded in
          conjunction with the net asset  acquisition  from Vergetech.  Goodwill
          amounting  to  $18,334,707  was  recorded  in  conjunction   with  the
          acquisitions in 2003,  2004 and 2005. The Company also  evaluates,  at
          least annually,  for potential  impairment,  this recorded amount,  by
          means of a cash flow analysis in accordance with SFAS 142.

          In 2004,  as a result  of the  acquisition  of  Infotel,  the  Company
          recorded as an asset in its consolidated balance sheet, Software Code.
          This asset is a permanent license for "uOne"unified  messaging service
          system.  In addition,  Infotel received the underlying coding for this
          software. Uone was acquired by Cisco Systems from Amtiva Technology in
          1999. In 2001,  Cisco sold the operating  division which was utilizing
          this software to CMG Wireless Data Solutions.  In April 2000, Appiant,
          the then sole


<PAGE>

                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(1)  Description  of Business  and Summary of  Significant  Accounting  Policies
(Continued)

          stockholder  of  Infotel,   purchased  this  license  from  Cisco  for
          $10,000,000.  Appiant  paid  $3,000,000  of this  license  fee and the
          $7,000,000  balance  was later  forgiven  as a result of a  settlement
          agreement  between  Cisco and  Appiant as part of Cisco's  decision to
          sell the operating  division to CMG.  Appiant had borrowed  $5,000,000
          from Infotel which was secured by this license and code.  When Appiant
          defaulted  on this note,  Infotel  forclosed  on the license and code.
          Even though this license and code were valued at $10,000,000  based on
          the  license fee  between  Appiant  and Cisco,  Infotel has elected to
          value  the  license  and  code,  on its  books,  at the  amount of the
          defaulted  note,  $5,000,000.  The  software  license  and  code  were
          incidental to the Company's  purchase of Infotel,  however the Company
          quickly  saw how this  software  license  and code  could be  utilized
          through its majority-owned  subsidiary,  IP Global Voice,  (IPGV). The
          Company began utilizing this software in the IPGV services  offered to
          its customers.  The Company believes that the remaining useful life of
          this asset is approximately 10 years,  therefore it is being amortized
          over this period beginning in 2004.  Expenditures to modify,  maintain
          and update the software  will be expensed when  incurred.  The Company
          also  evaluates at least  annually,  for potential  impairment and its
          assumption of the remaining  life, the recorded value of this software
          license and code, by means of a cash flow analysis in accordance  with
          SFAS 142. The Company began deriving  revenue in 2004, from the use of
          this software through its majority-owned subsidiary, IPGV.

          Revenue recognition

          As a result of the multiple  acquisitions  from 2003 through 2006, the
          Company  now  has  three  distinct  revenue  streams:   (1)  Services,
          principally  programming  services.  This  revenue  is  recognized  as
          services are provided and billed to the customers. (2) Contract, which
          is principally an ongoing  service  revenue  stream,  such as training
          contracts,  technical support contracts., etc. This form of revenue is
          recognized monthly as earned and billed, and (3), Product sales, which
          is the sale of hardware and software,  generally installed.  Sometimes
          the hardware  and/or  software are  customized  under the terms of the
          purchase  contract.  This  revenue is  recognized  as the products are
          delivered  and the  customer  accepts  said  products.  These  revenue
          streams accounted for 88%, 4% and 8% of revenue, respectively, for the
          year ended December 31, 2006. Any portions of such contracts which may
          include installation,  training,  conversion, etc. are recognized when
          such  services have been  completed.  Any ongoing  support,  training,
          etc.,  is  separately  structured  and is  accounted  for in  contract
          revenue and in accordance with the contracts.

          Concentration of risk - geographic

          As a result of the various  acquisitions  in 2003  through  2006,  the
          Company  now has  offices,  employees  and  customers  in a variety of
          foreign countries.  Its four foreign based subsidiaries are located in
          Singapore;  Caracas,  Venezuela; Ningbo and Shanghai, Peoples Republic
          of China and Sao Paulo,  Brazil.  RKM,  based in  Caracas,  Venezuela,
          serving Latin America,  represents  approximately  2% of the Company's
          total revenue and 1.5% of total assets;  Infotel,  based in Singapore,
          and serving Asia, represents approximately 3.5% of the Company's total
          revenue and 12% of total assets; Clipper Technology,  based in Ningbo,
          China,  serving Asia,  represents  approximately  36% of the Company's
          total  revenue and 6% of total assets and UniOne,  based in Sao Paulo,
          Brazil,  serving Latin America,  represents  approximately  24% of the
          Company's total revenue and 6% of total assets.

          Investment in unconsolidated affiliates/subsidiaries

          The  Company's  investment  in  affiliates  at December 31,  2006,  is
          composed of a 20% equity position in Red Moon  Broadband,  Inc., a 20%
          equity position in TekVoice Communications, Inc., a 49% interest in


<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(1)  Description  of Business  and Summary of  Significant  Accounting  Policies
(Continued)

          DFTS/DCI  and de minimus  investments  in two other  companies.  These
          equity  positions  do not  represent  a  controlling  holding in these
          companies.

          The Company  accounts for its  investment  in  affiliates,  defined as
          those  whereby  the  Company  owns  less  than 51% of the  issued  and
          outstanding  common  stock of the  affiliate  and the Company does not
          exercise  control over the operations of the affiliate,  by the equity
          method of accounting. At December 31, 2006, the Company did not record
          any  income or loss , nor adjust its  investment  account,  by the net
          income or loss of the affiliates, as the actual equity percentage paid
          for was the  investments  was less  than  10%,  with a  concurrent  de
          minimus net income/loss related thereto.

          Recent issued accounting pronouncements

          In July 2006, the Financial Accounting Standards Board ("FASB") issued
          FIN  No.  48,  "Accounting  for  Uncertainty  in  Income  Taxes  -  An
          Interpretation  of SFAS No. 109".  FIN No. 48 clarifies the accounting
          for  uncertainty  in  income  taxes   recognized  in  an  enterprise's
          financial  statements in accordance with SFAS No. 109, "Accounting for
          Income Taxes." FIN No. 48 also prescribes a recognition  threshold and
          measurement   attribute  for  financial   statement   recognition  and
          measurement  of a tax position  taken or expected to be taken in a tax
          return.  In addition,  FIN No. 48 provides  guidance on derecognition,
          classification, interest and penalties, accounting in interim periods,
          disclosure  and  transition.  The  provisions  of FIN No. 48 are to be
          applied to all tax positions  upon initial  adoption of this standard.
          Only tax  positions  that  meet the  more-likely-than-not  recognition
          threshold at the  effective  date may be  recognized or continue to be
          recognized  as an  adjustment  to the opening  balance of  accumulated
          deficit (or other  appropriate  components  of equity) for that fiscal
          year.  The  provisions  of FIN No. 48 are  effective  for fiscal years
          beginning  after  December 15,  2006.  The Company is  evaluating  the
          impact of the  adoption  of FIN 48 but does not  currently  expect the
          adoption  of this  new  standard  to  have a  material  impact  on our
          financial position, results of operations, or cash flows.

          In September  2006,  the Securities  and Exchange  Commission  ("SEC")
          issued Staff Accounting  Bulletin ("SAB") 108, to address diversity in
          practice in quantifying  financial  statement  misstatements.  SAB 108
          requires that the Company quantify misstatements based on their impact
          on each of its financial statements and related  disclosures.  SAB 108
          is effective  for fiscal years  ending  after  November 15, 2006.  The
          Company has adopted SAB 108  effective as of December  31,  2006.  The
          adoption  of this  bulletin  did not  have a  material  impact  on our
          financial position, results of operations, or cash flows.

          In September  2006, the Financial  Accounting  Standards  Board issued
          SFAS No.157,  Fair Value  Measurements  ("SFAS No. 157"). SFAS No. 157
          defines fair value,  establishes a market-based framework or hierarchy
          for measuring  fair value,  and expands  disclosures  about fair value
          measurements.  SFAS No. 157 is applicable  whenever another accounting
          pronouncement  requires  or  permits  assets  and  liabilities  to  be
          measured  at fair  value.  SFAS No. 157 does not expand or require any
          new fair  value  measures.  The  provisions  of SFAS No. 157 are to be
          applied  prospectively  and are  effective  for  financial  statements
          issued for fiscal years beginning after November 15, 2007. The Company
          is currently  evaluating the impact,  if any, the adoption of SFAS No.
          157 will have on the Company's financial statements.

(2) Stockholders' Equity

          The  Company  has  authorized  300,000,000  shares of $0.001 par value
          common  stock,  and  10,000,000  shares of $0.001 par value  preferred
          stock. Rights and privileges of the preferred stock are to be


<PAGE>

                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(2) Stockholders' Equity (Continued)

          determined  by the Board of Directors  prior to issuance.  The Company
          had  174,165,284  shares of common  stock  issued and  outstanding  at
          December  31,  2006.  The Company had 100 shares of Series A preferred
          stock,  0 shares of Series B preferred  stock,  925 shares of Series C
          preferred  stock, 0 shares of Series D preferred  stock, 750 shares of
          Series E preferred  stock,  2,000 shares of Series F preferred  stock,
          200  shares  of Series G  preferred  stock,  1,035  shares of Series H
          preferred  stock and 975 shares of Series I preferred stock issued and
          outstanding, respectively, at December 31, 2006.

          During the year ended December 31, 2006, the Company issued 29,589,555
          shares of common stock to convert 1,378 shares of Series C, 550 shares
          of Series D, 950 shares of Series E,  1,000  shares of Series F, 4,700
          shares of Series  G, 265  shares of Series H and 325  shares of Series
          Ipreferred stock.  During 2006, the Company issued 1,828,043 shares of
          common  stock for  services  to nine  parties.  Seven  agreements  are
          prospective for 1 year and two were for services previously  rendered.
          These shares were valued at $682,300, or $0.37 per share. During 2006,
          the  Company  issued  34,010,321  shares  of common  stock to  service
          approximately $4.7 million of convertible debt and accrued interest.

          At  December  31,  2006,  the shares of  preferred  stock  represented
          approximately 17,759,365 shares of common stock, had they been elected
          to be converted on December 31, 2006.

(3) Income Taxes

          Deferred  income taxes  (benefits) are provided for certain income and
          expenses  which  are  recognized  in  different  periods  for  tax and
          financial  reporting  purposes.  The  Company has net  operating  loss
          carry-forwards  for income tax  purposes of  approximately  $3,195,700
          which  expire  beginning  December  31,  2117.  There  may be  certain
          limitations   on  the   Company's   ability   to   utilize   the  loss
          carry-forwards in the event of a change of control, should that occur.
          In addition,  the Company amortizes  goodwill for income tax purposes,
          but not for reporting purposes.  The amount recorded as a deferred tax
          asset,  cumulative  as of December  31,  2006,  is  $1,278,000,  which
          represents the amount of tax benefits of the loss  carry-forwards  and
          goodwill  amortization.   The  Company  has  established  a  valuation
          allowance  for this deferred tax asset of  $1,278,000,  as the Company
          has no long-term  history of  profitable  operations,  in  substantive
          amount necessary to utilize this asset. The significant  components of
          the net deferred tax asset as of December 31, 2006 are:

                       Net operating losses            $0
                       Goodwill amortization           1,278,000
                                                       ----------------
                       Valuation allowance             (1,278,000)
                                                       ----------------
                       Net deferred tax asset          $0
                                                       ================

          The Company utilized approximately $4,000,000,  $1,100,000 and $23,000
          of its deferred tax asset for the years ended December 31, 2006,  2005
          and 2004, respectively..

(4) Convertible debt

          For  the  year  ended   December  31,  2006,   the  Company   serviced
          approximately $4.7 million of convertible debt and accrued interest by
          issuing 34,010,321 shares of restricted common stock



<PAGE>

<TABLE>
<CAPTION>

                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(5) Earnings per share

         Following is the disclosure required by SFAS 128.

         For the year ended December 31, 2006
                                                           Income                   Shares              Per-Share
                                                         (Numerator)             (Denominator)            Amount
                                                    ---------------------   -----------------------  ------------------
             <S>                                              <C>                        <C>                    <C>
          Basic EPS:
          Income available to common stockholders             $6,243,389               158,604,032             $0.04
          Effect of Dilutive Securities:
          Convertible preferred stock                                  0                16,430,294
          Convertible debt                                             0                40,000,000
                                                    ---------------------   -----------------------
          Diluted EPS:
          Income available to common stockholders
           + assumed conversions                              $6,243,389               215,034,326             $0.03
                                                    =====================   =======================  ==================


         For the year ended December 31, 2005
                                                           Income                   Shares              Per-Share
                                                         (Numerator)             (Denominator)            Amount
                                                    ---------------------   -----------------------  ------------------
          Basic EPS:
          Income available to common stockholders             $2,908,949                95,814,972             $0.03
          Effect of Dilutive Securities:
          Convertible preferred stock                                  0                46,944,200
          Convertible debt                                             0                40,000,000
                                                    ---------------------   -----------------------
          Diluted EPS:
          Income available to common stockholders
           + assumed conversions                                $154,044               182,759,172             $0.02
                                                    =====================   =======================    ==============

         For the year ended December 31, 2004
                                                           Income                   Shares              Per-Share
                                                         (Numerator)             (Denominator)            Amount
                                                    ---------------------   -----------------------  ------------------
          Basic EPS:
          Income available to common stockholders               $154,044                64,218,004             $0.01
          Effect of Dilutive Securities:
          Convertible preferred stock                                  0                 4,105,000
          Convertible debt                                             0                40,000,000
                                                    ---------------------   -----------------------
          Diluted EPS:
          Income available to common stockholders
           + assumed conversions                                $154,044               108,323,004             $0.01
                                                    =====================   =======================  ==================
</TABLE>


<PAGE>

                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(6) Software

         Infotel, the Company's wholly-owned Singapore based subsidiary,  owns a
         software  package,  which  Infotel  acquired  from its  former  parent,
         Appiant Technologies, as settlement for debt owed Infotel by Appiant of
         approximately  $8 million.  Appiant  acquired the software  from Cisco.
         Cisco  acquired the software  from Amtiva for a reported  $100 million.
         The Company has impaired the value of the software to $5.2 million.  In
         addition,  the Company  recorded  negative  goodwill of $1,158,000 as a
         result of the  acquisition  of Infotel  from the  creditors of Appiant.
         Negative  goodwill is spread pro-rata against all long-lived  assets of
         Infotel,  rather than being recorded as part of goodwill. This software
         was the only long-lived  asset of Infotel,  therefore its book value is
         further reduced by $1,158,000,  leaving a net value of approximately $4
         million. The Company believes that this software has a remaining useful
         life of 10 years  from  acquisition  date,  therefore,  the  Company is
         amortizing the balance at a rate of approximately $100,000 per quarter.

(7) Contingencies

         From time to time,  the Company is involved in various claims and legal
         actions arising in the ordinary course of business. Although the amount
         of any  liability  that could arise with respect to  currently  pending
         actions cannot be accurately  predicted,  in the opinion of management,
         the  ultimate  disposition  of these  matters  will not have a material
         adverse  effect  on  the  Company's  consolidated  financial  position,
         results of operations, or liquidity.

(8) Selected quarterly financial data (unaudited)

         (All numbers are in thousands, except per share data)

                               First       Second       Third        Fourth
                              Quarter      Quarter     Quarter       Quarter
                         ------------------------------------------------------

2006:

Net revenues              $      17,330     16,870     18,975       24,461

Gross margin              $       5,127      4,433      5,456        6,867

Net income                $         434        482      1,379        1,722

Net income/share-basic    $        0.01       0.01       0.01         0.01

Net income/share-diluted  $        0.01       0.01       0.01         0.01

2005:

Net revenues              $      10,187     10,419     14,211       15,321

Gross margin              $       4,736      3,856      4,641        5,317

Net income                $         102        114      1,229        1,464

Net income/share-basic    $        0.01       0.01       0.01         0.01

Net income/share-diluted  $        0.01       0.01       0.01         0.01




<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements


(9) Subsequent events (unaudited)

         In February 2007,  NewMarket  executed a share exchange  agreement with
         Paragon Financial  Corporation,  ("Paragon"),  a Delaware  corporation,
         under which the Company will sell its interest in Unione to in exchange
         for the  issuance to the Company of a  supermajority  voting  preferred
         stock.  These  preferred  shares  will be  deemed  at all  times as the
         equivalent of ninety-percent  (90%) of the common shares of Paragon for
         voting purposes on all matters. It is anticipated that this transaction
         will close in the second quarter of 2007.

         In March 2007,  NewMarket executed a definitive  agreement with Diamond
         I, Inc. ("DMOI") under which the Company will purchase 2 million shares
         of DMOI  Series B Preferred  Stock  ("Series B shares") to be issued in
         consideration  for  cash  and a  promissory  note to be  issued  by the
         Company.  The  Series  B  shares  will be  deemed  at all  times as the
         equivalent  of  sixty-percent  (60%) of the  common  shares of DMOI for
         voting purposes on all matters. It is anticipated that this transaction
         will close in the second quarter of 2007.

         In the first quarter of 2007,  the Company issued  3,530,706  shares of
         common stock to convert 214 shares of Series E, 300 shares of Series F,
         200 shares of Series G and 434 shares of Series I preferred  stock.  In
         the first  quarter of 2007,  the  Company  issued  1,200,000  shares of
         common stock for services to one party.  This  agreement is prospective
         for 1  year.  In the  first  quarter  of  2007,  the  Company  serviced
         convertible  debt and accrued  interest by issuing  8,500,000 shares of
         restricted common stock.