UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB
                                   AMENDMENT 3

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

For the fiscal year ended December 31, 2004

                                       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
-------------------------------------   ---------------------------------------







<PAGE>



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


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 |_|


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulations  S-B is not  contained  in  this  form,  and no  disclosure  will be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB |X|


State issuer's revenues for its most recent fiscal year. $ 24,977,134


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 June 30,  2005 is  $36,625,999  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.



     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes |_| No |_|



                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of March 31, 2005, we had
83,979,300 shares of our common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE:

Transitional Small Business Disclosure Format (Check one): Yes |_|; No |X|



<PAGE>

                           NewMarket Technology, INC.

                          ANNUAL REPORT ON FORM 10-KSB

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004



PART I   .....................................................................4
   Item 1.  Description of Business...........................................4
   Item 2.  Description of Properties........................................16
   Item 3.  Legal Proceedings................................................17
   Item 4.  Submission of Matters to a Vote of Security Holders..............18

PART II  ....................................................................19
   Item 5.  Market for Common Equity and Related Stockholder Matters.........19
   Item 6.  Management Discussion and Analysis or Plan of Operation..........20
   Item 7.  Financial Statements............................................F-1
   Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure..........................43
   Item 8A. Controls and Procedures..........................................43
   Item 8B. Other Information. .. ...........................................43


PART III ....................................................................43
   Item 9. Directors, Executive Officers, Promoters and Control Persons:
                Compliance with Section 16(a) of the Exchange Act............43
   Item 10. Executive Compensation...........................................45
   Item 11. Security Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters..............................46
   Item 12. Certain Relationships and Related Transactions...................47
   Item 13. Exhibits.........................................................47
   Item 14. Principal Accountant Fees and Services...........................49

PART IV  ....................................................................50
   Signatures................................................................50




<PAGE>


Our  trademarks,  service marks and trade names include  MultiCom,  TrueConnect,
4Com, IP  Jack-in-the-Box,  and FLAT25,  among others. This report also contains
trademarks, service marks, copyrights and trade name of other companies.


                                     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
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

Nova Enterprises, Inc (the "Company") was incorporated 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




                                       4
<PAGE>



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.

Until June 2004, the Company's common stock was traded on the OTC Bulletin Board
under the symbol "IPVO.OB."

From inception until June 2002, the business  efforts were largely  dedicated to
research  and   development  in  the   integration  of  emerging   communication
technologies.   The  original  strategy  centered  on  building  proprietary  IP
Telephony  software  that would enable the Company to provide  unique  converged
communication   services  and   dramatic   operational   network   efficiencies.
Accordingly,  the  Company  would  then  be  positioned  to  deliver  a  clearly
differentiated  communication  product at a price  competitive  with traditional
communication products.


The  primary  research  and  development  effort  historically  centered  on the
Company's proprietary MultiCom Business Management Software ("MultiCom") for use
in IP telephony  applications  (telephone,  fax, data, images and video over the
Internet).  MultiCom is the  business  management  system  behind the  Company's
TrueConnect  Gateway  product.  The  TrueConnect  Gateway  allows  a  packet  of
information  (voice,  video,  e-mail,  data,  images,  etc.) to  cross  multiple
networks  while  traveling to a final  destination  and also allows packets from
multiple  communication streams to share a single network. IP Telephony has been
generally recognized by the  telecommunications  market as a more cost effective
voice  service than the  incumbent  Public  Switched  Telephone  Network  (PSTN)
solution  prevalent  today.  Late in 1999,  the Company began to deploy a global
Voice-over-Internet  Protocol  (VoIP)  network  constructed  on the MultiCom and
TrueConnect  Gateway  proprietary  technology  in order to  establish  the first
revenue stream through the sales of  communication  products direct to consumers
worldwide.




The VoIP network rollout  proceeded as anticipated.  However,  the corresponding
sales  and   marketing   efforts  to  establish   initial   consumers   suffered
significantly as a result of the technology  market turndown  beginning in early
2000. Diminished consumer confidence in technology start-ups negatively impacted
the early sales efforts. The corresponding  complete dissolution of all of joint
marketing  partnerships  also greatly reduced the overall sales  capacity.  With



                                       5
<PAGE>



initial  sales  volume  far below  plan,  combined  with the  inevitable  issues
associated  with first  implementations  of new  technologies,  the  Company was
unable to  establish  sustainable  revenue  momentum.  The few  early  customers
established  just  prior  to  the  technology   market  turndown  likewise  lost
confidence, eroding the limited customer base even further.


Management  remained  confident  in the  converged  communications  industry and
remained committed to becoming a leader in the industry by providing proprietary
technologies  that enable enhanced  communication  services at costs competitive
with, or superior to, traditional communication services. After the failed first
service launch,  management  concentrated on conserving  corporate  resources in
order to preserve  shareholder value while exploring  alternative  strategies to
penetrate the converged communications market.

A renewed strategy was founded on the Company's  proprietary  technologies.  The
prior  investment in research and  development had created a line of proprietary
technologies that enable enhanced  communications and network efficiencies.  The
renewed  strategic  plan  called  for  leveraging  this  proprietary  technology
foundation  by  packaging   in-house   proprietary   software  with   recognized
communication   technology   brands.   Potential   customers,   such  as  Lucent
Technologies,  Cisco  Systems and Nortel  Networks,  were and are  competing  to
develop emerging  technology  product lines that enable converged  communication
service  offerings  delivered across an IP network.  The renewed strategy called
for partnering  with branded  providers of known  technologies by packaging both
branded and emerging proprietary products in a single value proposition marketed
directly to prospective strategic decision makers.

In order to accelerate the necessary  strategic  relationship  development  with
branded communication industry customers,  the Company systematically set out to
identify,  qualify  and  acquire a  systems  integration  firm with  established
branded channel relationships. As a result of this effort, the Company found and
negotiated an opportunity to acquire VergeTech Inc. ("VTI")

On June 19, 2002, the Company  acquired all of the assets of 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.  VTI specialized in identifying,  enhancing and
building new  technologies  that created  enhanced  communications  services and
enabled the convergence of existing voice, video and data communications.

VTI customers were primarily  communication  providers (LECs, CLECs, ISPs, ASPs,
and  MSOs)  leveraging  emerging  technologies  to  create  differentiation  and
complementary  lines of communication  services.  VTI customers  purchased,  and
continue to purchase, software, software maintenance and integration services.

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



                                       6
<PAGE>



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  primarily in the business of reselling  and
integrating  specialty  communication devices to various government agencies and
commercial  customers.  IP Global Voice was a start-up with certain intellectual
and  physical  assets  that had been  acquired  from the  breakup  of a previous
company.  In 2003,  IP Global  Voice was in the  process  of  developing  a full
feature  Voice-over IP service  offering that went into  production in December,
2003. IP Global Voice was subsequently renamed Xiptel Communications Inc.

Four  additional  acquisitions  were completed in 2004 that resulted in four new
majority owned subsidiaries.  Three stock purchases of twenty percent or more of
three  technology  firms  that  augment  NewMarket's  business  model  were also
executed in 2004.

NewMarket launched its Healthcare industry sector earlier this year by acquiring
Medical Office Software Inc, a 20 year old technology company providing practice
management  and claims  processing IP software and  maintenance to 3,000 ongoing
physician clients.  NewMarket further added to its Healthcare  strategy with the
twenty percent  acquisition of Sensitron,  a wireless health records maintenance
provider.

NewMarket  also launched their Homeland  Security  industry  sector this year by
acquiring 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.
NewMarket  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 sector strategy in
2004  with  the  acquisition  of  Redmoon  Broadband  Inc.  ("RedMoon")  RedMoon
specializes in the  engineering and management of municipal  wireless  broadband
networks.

NewMarket also expanded its support service  capacity and customer base with the
acquisition of Logicorp Inc, in Canada.

To better  reflect the  Company's  renewed  business  plan and the product  line
expansion  beyond only voice  communications,  the Company changed its name form
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."

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.  NewMarket has introduced a unique business model to this end with two
substantial differentiating features.




                                       7
<PAGE>



     1) we believe the  NewMarket  business  model  overcomes  the profit margin
pressure facing the technology  service sector resulting from the  globalization
of the technology labor force and,
     2) we  believe  the  business  model  enhances  the  return  on  investment
opportunity for shareholders  through  regularly  generating the issue of equity
dividends.

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 prov 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 b  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.





                                       8
<PAGE>




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 opportunityfor 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
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.  NewMarket creates multiple investment and return opportunities around
a single technology concentration.  NewMarket plans to add Financial Services as
a new market sector concentration in 2005.

The  combination  of multiple  companies  creates an  inherent  economy of scale
opportunity.  While the  company  is  currently  concentrating  on three  market
sectors,  it is building only one support  service  organization.  Installation,
integration,  ongoing development,  maintenance and customer service support are
all folding under one organization to support all three markets. NewMarket plans
to  substantially  reorganize its current support service  operations in 2005 to
optimize the inherent economy of scale opportunity.

Part 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 subsidiary  technology companies and developing them into mainstream
technology  service and product  companies.  NewMarket  has entered into a joint
venture  with  GaozhiSoft  in Shanghai  China.  The two  companies  have already
combined resources to win initial sales contracts.



                                       9
<PAGE>



Recent developments in 2005 include the January 15, 2005 definitive agreement to
acquire  Gaozhi  Communications  of  Shanghai,   China,  executed  by  NewMarket
Technology and the  Shareholders of Gaozhi  Communications.  This acquisition is
the first step in an overall  strategy to extend the  NewMarket  business  model
into  China.  The  agreement  is  currently  under a routine  review by  Chinese
authorities  and will be released  promptly in an amended SEC Form 8K disclosure
once the review is complete.

Recent  developments  in 2005 also  include  the  February  28,  2005  agreement
with,Defense Technology Systems, Inc. ("DFTS"), whereby DFTS will acquire NMKT's
majority  interest in Digital Computer  Integration  Corporation.  A copy of the
Agreement and the  Certificates of Designation have been filed as an SEC Form 8K
disclosure.

In 2005 NewMarket  expanded a partnership with TekVoice to include a twenty five
percent interest in TekVoice  Communications  Inc.  TekVoice will further expand
the NewMarket  business model into a Hispanic and Latin America and establish an
independent public listing on an United States Exchange.  Currently, TekVoice is
a Hispanic and Latin America VoIP service provider.

While  having  made  substantial  progress  in 2004,  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.




                                       10
<PAGE>



Our Principal Products/Services:

We provide  full  service  software  and systems  development,  integration  and
maintenance  and maintain  product  reseller and  integrator  partnerships  with
Microsoft,   Cisco  and  Sun  Microsystems  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 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.

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;
     o    Technical Independent Consulting; and
     o    Security.

                                 Our Customers:

We have three major types of customers:  large and small national  corporations,
such as CompUSA,  Cisco Systems,  and Siemens;  service providers  (domestic and
foreign) to include  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, Latin America, and Eastern Europe.

                                   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.



                                       11
<PAGE>



                        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    Cisco Systems
     o    Sun Microsystems
     o    Microsoft
     o    Broadsoft

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.

                         Dependence on Major Customers:

During 2004, we were not dependent upon a few or a single major customer. During
2004,  no  single  customer  accounted  for  more  than 10% of our  revenues.  A
significant  portion of our organic  growth came through our acquired  assets in
Latin America and the revenue from the new contracts is not recurring.  There is
no guarantee the contracts will be renewed.

                        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:

     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, and
     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.


                                       12
<PAGE>



                               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.



                                       13
<PAGE>



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
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.



                                       14
<PAGE>



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:

Since our inception, we have spent $142,509 on research and development.  During
2001,  we spent  $16,946 on  research  and  development.  No funds were spent on
research and development in 2002, 2003 or 2004.

                                   Employees:

We currently  have 200  employees.  We currently  have one officer and two board
members.  Philip Verges is the Chief Executive Officer and Chairman.  Mr. Verges
also serves as our Principal  Financial  Officer.  Michael Tinsley  occupies the
additional  board of  director  seat.  Daniel  Scofield  was a board of director
member through 2004 and part of first quarter 2005. Due to personal  reasons Mr.
Scofield  resigned  from his position as President and board member on March 18,
2005. Lisa Hargraves is our staff  controller.  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.



                                       15
<PAGE>



                          Reports to Security Holders:

We are subject to the informational  requirements of the Securities Exchange Act
of  1934.  Accordingly,   we  file  annual,  quarterly  and  other  reports  and
information with the Securities and Exchange  Commission.  You may read and copy
these  reports and other  information  we file at the  Securities  and  Exchange
Commission's public reference room in Washington, D.C. at 450 Fifth Street, N.W.
The public may obtain  information on the operation of the public reference room
by calling the Securities and Exchange Commission at 1-800-SEC-0330. Our filings
are also available to the public from commercial document retrieval services and
the Internet  website  maintained by the Securities  and Exchange  Commission at
www.sec.gov.

Our principal  executive offices are located at 14860 Montfort Drive, Suite 210,
Dallas, Texas 75254. Our telephone number is 972-386-3372.

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 2. Description of Properties

At year-end  December 31, 2004, 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  $1,079.75.  We have a
number of  additional  leases for office space  associated  with our  subsidiary
operating companies.

Under the terms of our lease,  we are required to pay a percentage  share of the
building  impositions  and  operating  expenses.  Our  percentage  share  of the
expenses  is an amount  equal to the  amount by which,  if any,  the  property's
operating  expenses exceed the annual operating expense base, plus any amount by
which  the  property's  impositions  exceed  the  annual  imposition  base.  Our
percentage share is 25.29%.

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.



                                       16
<PAGE>



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.

On December  17, 1999,  Satlink  3000,  doing  business as  Independent  Network
Services ("INS"), filed a complaint against the Company in the Superior Court of
the State of Arizona,  County of Maricopa,  No. CV 99-22560,  alleging breach of
contract,  and other causes of action and seeking actual and punitive damages as
a result of the  rescission  of our merger with INS. In July,  2003 we reached a
mutually agreeable settlement of this matter with Satlink 3000.

On December 22, 1999,  Peter  Stazzone,  who became the Company's  Secretary and
Treasurer  in  connection  with the  failed  merger  of  Satlink  3000,  filed a
complaint  against  the Company in the  Superior  Court of the State of Arizona,
County of Maricopa,  Case No. CV  99-22828,  alleging  various  causes of action
against  us,  including  breach of an  employment  contract  with us,  breach of
fiduciary   duty,   tortious   interference   and   intentional   and  negligent
misrepresentation,  all in  connection  with our  rescission of the Satlink 3000
merger. Mr. Stazzone seeks his salary,  liquidated  damages,  award of stock and
options,  interest and  attorneys'  fees. In April of 2005 we reached a mutually
agreeable settlement of this matter with Mr. Stazzone.

On or about  September  2, 2003,  Fisher-Anderson,  L.C.  filed a complaint  for
breach of contract and conversion  against us in the Superior Court of the State
of Arizona,  County of Maricopa,  Case No. CV  2003-018065  seeking  damages and
other  relief in  connection  with one or more leases of certain  furniture  and
equipment provided by Fisher-Anderson to the Company. In the course of 2004 this
matter was settled and the terms of the  settlement  agreement  were  completely
executed.

Davis vs. New Market  Technology,  Inc.  ,No.  02-19150-PHX-RTB,  Adv.  Pro. No.
04-1222,  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
Company believes the claim is without merit and intends to vigorously defend the
action.

On December 16, 2004, the Company entered into a Subscription  Agreement whereby
Segic  Company Ltd (the  "Purchaser")  agreed to purchase  up to  $3,000,000  of
promissory notes (the "Notes").  The agreement included warrants to purchase the
number of shares of common stock of the Company equal to $1,000,000. On December
16, 2004, the Purchaser purchased $250,000 of the Notes and was also required to
purchase  $250,000 of the Notes on the filing of a  registration  statement  and
$500,000 upon the registration  statement going effective.  The final $2,000,000
was to be purchased as required by the Company  during the 12 months  subsequent
to the  registration  statement  being  declared  effective.  Subsequent  to the
initial  closing  on  December  16,  2004,  it  became  evident  as a result  of
regulatory  authorities  review of similar financings that the Company would not
be able to  register  the shares of common  stock  underlying  the Notes and the
warrants.  The Company attempted to restructure the financing with the Purchaser
but was unsuccessful. The Company contacted the Purchaser and requested that the
financing be  terminated  and offered to repay the initial  $250,000,  which has



                                       17
<PAGE>



been deposited into an escrow account.  As of the date hereof, the Purchaser has
not agreed to terminate or  restructure  the original  financing  agreement.  In
response to the current inability to reach a mutually acceptable  termination or
restructure,  the Company has filed a petition in the State of Texas to have the
agreement declared as terminated, Case No. 05-02233-F, File No 1872-001.

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 2004.












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                                       18
<PAGE>



                                     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 June 30, 2005, the last reported sale price of the
common stock on the OTCBB was $0.51 per share.

      Quarter           High         Low        Average
-------------           -----        -----      -------
2003
First Quarter           $0.14        $0.07      $0.09
Second Quarter          $0.28        $0.10      $0.18
Third Quarter           $0.22        $0.13      $0.16
Fourth Quarter          $0.60        $0.17      $0.34

2004
First Quarter           $1.01        $0.40      $0.73
Second Quarter          $1.35        $0.26      $0.69
Third Quarter           $0.68        $0.33      $0.51
Fourth Quarter          $0.87        $0.48      $0.61


                                    Holders:

As of June 30, 2005, we had  93,815,685  shares of our common stock  outstanding
held of record by approximately  185  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:

In March of 2003 in a private  placement  exempt  from  registration,  we issued
111,667 shares of common stock in satisfaction of consulting  services contracts
with third  parties.  On October 14,  2003,  we issued  3,300 shares of Series C
Preferred Stock in connection  with our acquisition of Infotel.  On November 24,
2003,  we  issued  a  $408,000  promissory  note to  VTI,  an  affiliate,  for a
short-term  loan of a like amount.  At various times between  September 2003 and
December 2003, we issued six convertible notes having two year maturities to two
institutional investors in face amounts aggregating  approximately $1.8 million.
At various  times  throughout  2003,  holders of the Series A and B  Convertible
Preferred Stock submitted  conversion notices and we issued 24,595,550 shares of
common  stock in  satisfaction  of such  conversion  notices.  At various  times
throughout  2003,  holders of  convertible  notes  issued by us in 2000 and 2001
submitted  conversion  notices to us and we issued  21,623,388  shares of common
stock in satisfaction of such  conversion  notices.  All of these issuances were
exempt from registration as private placements of securities.




                                       19
<PAGE>



In  February  of 2004 we  issued  550  shares  of  Series D  Preferred  Stock in
connection with the 51% stock  acquisition of Medical Office Software.  In April
of 2004 we issued 2000 shares of Series E Preferred Stock in connection with the
51% stock  acquisition  of RKM in  Venezuela.  In August of 2004 we issued  3000
shares of Series F Preferred Stock in connection with the acquisition of 100% of
the common stock of Netsco. In March of 2004 we issued a $4.9 million promissory
note to Digital Computer Integration (DCI) in connection with 51% acquisition of
DCI. In June, September and December of 2004 we issued promissory notes totaling
$5,200,000  to VTI, an  affiliate,  for loans of a cumulative  like  amount.  At
various times  throughout  2004,  holders of the Series B Convertible  Preferred
Stock  submitted  conversion  notices and we issued  1,075,257  shares of common
stock in satisfaction of such conversion  notices.  At various times  throughout
2004 we issued  2,668,845  shares of common stock in  satisfaction of consulting
services with third parties.  At various times through 2004 we issued a total of
25,087,115 shares of common stock in satisfaction of debt. The majority of these
shares were  distributed to VTI, and affiliate,  in connection with a $3,000,000
promissory note issued to VTI in June 2002 in connection with the acquisition of
VTI assets in June 2002.

On December 16, 2004, the Company entered into a Subscription  Agreement whereby
Segic  Company Ltd (the "  Purchaser")  agreed to purchase up to  $3,000,000  of
promissory notes (the "Notes").  The agreement included warrants to purchase the
number of shares of common stock of the Company equal to $1,000,000. On December
16, 2004, the Purchaser purchased $250,000 of the Notes and was also required to
purchase  $250,000 of the Notes on the filing of a  registration  statement  and
$500,000 upon the registration  statement going effective.  The final $2,000,000
was to be purchased as required by the Company  during the 12 months  subsequent
to the  registration  statement  being  declared  effective.  Subsequent  to the
initial  closing  on  December  16,  2004,  it  became  evident  as a result  of
regulatory  authorities  review of similar financings that the Company would not
be able to  register  the shares of common  stock  underlying  the Notes and the
warrants.  The Company attempted to restructure the financing with the Purchaser
but was unsuccessful. The Company contacted the Purchaser and requested that the
financing be  terminated  and offered to repay the initial  $250,000,  which has
been deposited into an escrow account.  As of the date hereof, the Purchaser has
not agreed to terminate or  restructure  the original  financing  agreement.  In
response to the current inability to reach a mutually acceptable  termination or
restructure,  the Company has filed a petition in the State of Texas to have the
agreement declared as terminated, Case No. 05-02233-F, File No 1872-001.


Item 6. Management Discussion and Analysis or Plan of Operation

                           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.



                                       20
<PAGE>



Overview


This report has been amended.  Specifically,  the financial  statements  and the
footnotes  to  the  financial  statements  have  been  amended.  The  management
discussion and analysis  section of this report has also been amended to explain
the general nature of the amendments as well as specifically  updating financial
statement related entries with in the management discussion and analysis.

In June 2005 the Securities and Exchange  Commission (SEC) reviewed  NewMarket's
2004  annual  report SEC Form 10KSB and first  quarter  report for 2005 SEC Form
10QSB. The review included multiple written  correspondences between the SEC and
NewMarket and multiple telephone  conferences.  The purpose of the review by the
SEC  was to  assist  the  Company  with  compliance  and  applicable  disclosure
requirements and to enhance the overall disclosure of the NewMarket filings.  At
the  recommendation of the SEC, this report includes a number of a new footnotes
to the financial  statement as well as the  culmination of  retroactive  balance
sheet and profit and lost  adjustments.  Primarily,  the new  footnotes  provide
additional  detail  regarding  the  integration  of Infotel  financials  and the
agreement to acquire Logicorp.

The  retroactive  accounting  entry changes  reflect a reduction in the original
value placed on the software  asset  acquired with the purchase of Infotel and a
corresponding  equal  increase  in  goodwill  associated  with the  purchase  of
Infotel.  Furthermore,  the accounting entry changes include the amortization of
the Infotel  software asset  beginning  from the time of purchase.  The restated
financials  reflect no change in revenue,  but do reflect a reduction  in profit
resulting from the amortization of the Infotel software.

NewMarket  entered into an agreement  to purchase a general  technology  service
business,  Logicorp,  in the  second  half of 2004.  The  terms of the  purchase
agreement  where never  completely  executed though  substantially  more than $1
million in cash of a total $2.1 million of an agreed  purchase price was paid by
NewMarket.   Some  joint  operations  between  Logicorp  and  NewMarket  ensued.
Ultimately,  Logicorp did not prove to be a viable or  sustainable  business and
the  operations  of  Logicorp  have  been  closed  or  divested.  NewMarket  has
alternatively  entered into an agreement  to exchange  the  contemplated  equity
position  in Logicorp  for a minority  equity  position in a financial  services
software company named Broker Payment Services.


While we have achieved an operating profitability,  until we achieve a sustained
level of profitability  for 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.

We have generated  $24,977,134  in overall sales in fiscal year 2004,  which has
produced only a small profit of $574,087.

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 fiscal 2005. Our plans call for
accelerating market expansion into the Telecommunications,  Healthcare, Homeland
Security  and  Financial  Service   industries  through  strategic  mergers  and
acquisitions.



                                       21
<PAGE>




In 2005 we intend to expand the NewMarket  business model through the initiation
of sister  operations  in Latin  America and Asia.  In 2006 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.

We expect to raise additional capital in fiscal 2005 to support our growth plan.
Currently,  management  anticipates  raising at least $2  million in  additional
working  capital for the Company and an additional $5 million in working capital
for the majority owned  subsidiaries of the Company.  Management  plans to raise
the additional $5 million directly into the majority owned  subsidiaries and not
directly  impact the capital  structure  of the Company in regard to raising the
additional $5 million in capital.

Results of Operations

Net Sales.  Year Ended December 31, 2004 Compared to the Year Ended December 31,
2003 Net Sales.  Net sales  increased  over one  thousand  percent  (1000%) from
$2,346,945  for the year ended  December  31, 2003 to  $24,977,134  for the year
ended December 31, 2004.  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.


Net Income.  After restating financials as explained in the narrative management
and  discussion  overview,  year end net  income  as of  December  31,  2004 was
$154,044.  Originally  income was stated at $574,087 for the year ended December
31, 2004,  compared to the year ended December 31, 2003, net income of $195,454.
The originally  stated income  represented an increase of two hundred and ninety
four percent (294%) from 2003 to 2004. Accordingly, the originally stated income
reflected a 2004 net income  representing 2.3% of net sales compared to the 2003
net income which represented 8.3% of net sales. Cash income did increase in 2004
over 2003 with the net increase in profit and the decrease in the  percentage of
net sales 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.  However, the retroactive  inclusion of the non-cash
amortization  expense of the Infotel  software reduced the overall profit to the
numbers currently reflected in this amended report.


Cost of Sales.  Cost of sales  increased  eight hundred  thirty nine (839%) from
$1,602,778  for the year ended  December  31, 2003 to  $13,453,358  for the year
ended  December 31, 2004.  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, 2003 was  approximately  68% and 54% for the year ended
December 31, 2004.  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.  Compensation expense increased one thousand nine hundred
sixty seven percent  (1967%) from $304,713 for the year ended  December 31, 2003
to  $5,995,152  for the year ended  December 31, 2004.  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



                                       22
<PAGE>



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 Expense.  General and administrative expenses for the
year ended  December 31, 2003 expenses were $594,719  compared to $3,335,294 for
the year ended  December  31, 2004.  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.  After restating financials as explained
in  the  narrative   management  and  discussion   overview,   depreciation  and
amortization  expense  in  2004  was  $588,087.  Originally,   depreciation  and
amortization expense was reported as an increased from $9,074 for the year ended
December 31, 2003 to $168,044 for the year ended December 31, 2003. The increase
is due primarily to the overall increase in sales and operational expenses.  The
restated  increase  from  $168,044  to  $588,087  results  from the  retroactive
amortization  expense of the Infotel  software.  Depreciation on fixed assets is
calculated on the  straight-line  method over the estimated  useful lives of the
assets.


Liquidity and Capital Resources

The Company had cash of $1,632,083 and a working  capital  surplus of $1,295,731
at December 31, 2003 and cash of  $2,555,907  and a working  capital  surplus of
$2,198,905 at December 31, 2004. This improved working capital situation was due
primarily to the  implementation of the previously herein described new business
model  implemented  in  June  2002.  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.

Since inception,  the Company has financed  operations  primarily through equity
security  sales.  The start-up nature of the Company may require further need to
raise cash through  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.

                     Factors That May Affect Future Results:

You should carefully  consider the risks and  uncertainties  described below and
other information in this report. These are not the only risks and uncertainties
that we face.  Additional risks and uncertainties  that we do not currently know
about or that we  currently  believe are  immaterial  may also harm our business
operations.  If any of these  risks or  uncertainties  occurs,  it could  have a
material adverse effect on our business.

Risks Related to Our Company

We have  incurred  operating  losses from time to time in each of the last three
years.



                                       23
<PAGE>



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



                                       24
<PAGE>



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
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.




                                       25
<PAGE>



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:

     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.



                                       26
<PAGE>



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  Senior  Convertible  Preferred  Stock,  Series  B
Preferred  Stock  and  Series  C  Preferred  Stock  each  hold a  preference  in
liquidation  over our common stock.  In addition,  our Series C Preferred  Stock
accrues  dividends  at an  annual  rate  equal to $.060  per  share.  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.




                [Balance of this page intentionally left blank.]






                                       27
<PAGE>



Item 7. Financial Statements

                          INDEX TO FINANCIAL STATEMENTS



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

Consolidated Balance Sheet...................................................F-4

Consolidated Statements of Operations........................................F-5

Consolidated Statements of Stockholders' Equity..............................F-6

Consolidated Statements of Cash Flows........................................F-7

Notes to Consolidated Financial Statements...................................F-8




































                                       F-1

<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, 2004, and the related consolidated  statements of operations and
comprehensive  income (loss),  stockholders' equity (deficit) and cash flows for
the two year in the period ended December 31, 2004.  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 audit 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. as
of December 31, 2004,  and the results of its  operations and its cash flows for
the year in the  period  ended  December  31,  2004,  in  conformity  with  U.S.
generally accepted accounting principles.



                                       /s/Pollard-Kelley Auditing Services, Inc.
                                     -------------------------------------------
                                          Pollard-Kelley Auditing Services, Inc.

Fairlawn, Ohio
March 31, 2005























                                       F-2

<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, 2003, and the related consolidated  statements of operations and
comprehensive  income (loss),  stockholders' equity (deficit) and cash flows for
the year in the period ended December 31, 2003.  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 audit 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 Smart Technology,  Inc. as of
December 31, 2003,  and the results of its operations and its cash flows for the
year in the period ended  December 31, 2003, in conformity  with U.S.  generally
accepted accounting principles.





Durland & Company, CPAs, P.A.
Palm Beach, Florida
March 22, 2005






















                                       F-3

<PAGE>


<TABLE>
<CAPTION>
                           NewMarket Technology, Inc.
                           Consolidated Balance Sheet
                                  December 31,

                                            ASSETS                                      2004              2003
                                                                                ------------------ ------------------
<S>                                                                             <C>                <C>
CURRENT ASSETS
   Cash                                                                         $        2,555,907 $        1,632,083
   Accounts receivable, net of allowance of $55,936 and $26,389                          4,241,243            257,437
   Inventory, at cost                                                                      260,258                  0
   Prepaid expenses, deposits and other current assets                                     133,886             32,394
                                                                                ------------------ ------------------
          Total current assets                                                           7,191,294          1,921,914
                                                                                ------------------ ------------------
PROPERTY AND EQUIPMENT
   Computer and office equipment                                                         2,435,939             35,388
   Less: Accumulated depreciation                                                       (2,221,573)           (32,023)
                                                                                ------------------ ------------------
          Total property and equipment                                                     214,366              3,365
                                                                                ------------------ ------------------
OTHER ASSETS
   Notes receivable                                                                              0            759,000
   Investment in unconsolidated affiliates/subsidiaries                                  2,262,512          4,000,000
   Goodwill                                                                             10,975,401          2,755,757
   Software code, net of accumulated amortization                                        3,780,387                  0
   Intangible property                                                                     304,532             65,440
                                                                                ------------------ ------------------
          Total other assets                                                            17,322,832          7,580,197
                                                                                ------------------ ------------------
Total Assets                                                                    $       24,728,492 $        9,505,476
                                                                                ================== ==================
                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
   Accounts payable
      Trade                                                                     $        1,884,832 $           56,177
      Related parties                                                                      322,481                  0
      Former related parties                                                                33,612                  0
   Accrued expenses
      Trade                                                                              1,013,692            122,183
      Income and sales tax payable                                                           4,831                  0
   Deferred revenue                                                                        127,958                  0
   Warranty reserve                                                                         63,801                  0
   Customer deposits                                                                       607,761                  0
   Short-term debt                                                                         933,421            447,823
                                                                                ------------------ ------------------
          Total current liabilities                                                      4,992,389            626,183
                                                                                ------------------ ------------------
LONG-TERM LIABILITIES
   Deferred income tax liability                                                            36,112                  0
   Notes payable                                                                         2,910,458          3,800,000
                                                                                ------------------ ------------------
          Total long-term liabilities                                                    2,946,570          3,800,000
                                                                                ------------------ ------------------
Total Liabilities                                                                        7,938,959          4,426,183
                                                                                ------------------ ------------------
Minority interest in consolidated subsidiaries                                              66,761            100,693
                                                                                ------------------ ------------------
STOCKHOLDERS' EQUITY
   Senior convertible preferred stock, $0.001 par value, authorized
     10,000,000 shares; Series A, 100: Series B, 0 and 503: Series C
     3,300; Series D 550; Series E 2,000 and Series F 3,000 and 0 issued
     and outstanding shares                                                                      9                  4
   Common stock, $0.001 par value, authorized 300,000,000 shares;
     81,766,003 and 50,934,786 issued and outstanding shares                                81,766             50,935
   Deferred compensation                                                                  (107,278)                 0
   Additional paid-in capital                                                           26,643,875         15,202,578
   Accumulated comprehensive income (loss)                                                 261,500                  0
   Accumulated deficit                                                                 (10,157,100)       (10,311,145)
                                                                                ------------------ ------------------
          Total stockholders' equity                                                    16,722,772          4,942,372
                                                                                ------------------ ------------------
Total Liabilities and  Stockholders' Equity                                     $       24,728,492 $        9,469,248
                                                                                ================== ==================
</TABLE>


     The accompanying notes are an integral part of the financial statements
                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                           NewMarket Technology, Inc.
                      Consolidated Statements of Operations
                            Years Ended December 31,

                                                                                       2004                2003
                                                                                -------------------  ----------------
<S>                                                                             <C>                  <C>
REVENUES
   Services revenue                                                             $        14,575,415  $      2,346,945
   Contract revenues                                                                      3,237,743                 0
   Product revenues                                                                       7,163,976                 0
                                                                                -------------------  ----------------
             Total revenues                                                              24,977,134         2,346,945
COST OF SALES
    Services COS                                                                          6,149,952         1,602,778
    Contract COS                                                                          2,114,694                 0
    Product COS                                                                           5,188,712                 0
                                                                                -------------------  ----------------
            Total Cost of sales                                                          13,453,358         1,602,778
                                                                                -------------------  ----------------
          Gross Margin                                                                   11,523,776           744,167
OPERATING EXPENSES:
   Employee compensation                                                                  5,995,152           304,713
   General and administrative expenses                                                    3,335,294           594,719
   Selling and marketing                                                                    925,680           114,584
   Research & Development                                                                    63,251                 0
   Depreciation and amortization                                                            588,087             9,074
   Bad debt expense                                                                         157,363                 0
   Warranty reserve                                                                          28,109                 0
   Inventory reserve                                                                        253,587                 0
                                                                                -------------------  ----------------
          Total expenses                                                                 11,346,523         1,023,090
                                                                                -------------------  ----------------
Income (Loss) from operations                                                               177,253          (278,923)
                                                                                -------------------  ----------------
OTHER INCOME (EXPENSE):
   Interest income                                                                          169,335               526
   Interest expense                                                                        (155,487)           (6,040)
   Foreign currency transaction gain (loss)                                                  (9,081)                0
   Inflation effects                                                                         46,331                 0
   Gain on write-off of accounts payable                                                          0           288,836
   Other income                                                                              14,188            18,000
                                                                                -------------------  ----------------
          Total other income (expense)                                                       65,286           301,322
                                                                                -------------------  ----------------
Net income before income tax (credit) and minority interest                                 242,539            22,399
   Foreign income tax (credit)                                                              (21,734)                0
   Minority interest in consolidated subsidiary income (loss)                               (66,761)          173,055
                                                                                -------------------  ----------------
Net income                                                                                  154,044           195,454
Other comprehensive income (loss)
   Foreign currency translation gain (loss)                                                 261,500                 0
                                                                                -------------------  ----------------
Comprehensive income                                                            $           415,544  $        195,454
                                                                                ===================  ================
Income per weighted average common share - basic                                $              0.01  $           0.01
                                                                                ===================  ================
Income per weighted average common share - fully diluted                        $              0.01  $           0.01
                                                                                ===================  ================
Number of weighted average common shares outstanding - basic                             64,218,004        19,514,021
                                                                                ===================  ================
Number of weighted average common shares outstanding -  fully diluted                   108,323,004        19,514,021
                                                                                ===================  ================
</TABLE>


     The accompanying notes are an integral part of the financial statements
                                       F-5

<PAGE>


<TABLE>
<CAPTION>
                           NewMarket Technology, Inc.
                 Consolidated Statements of Stockholders' Equity

                                                                       Par Value of
                                              Number of Shares             Stock
                                           -----------------------   -----------------
                                             Pfd        Common        Pfd    Common
                                           -------- --------------   ----- -----------
<S>                                        <C>      <C>              <C>   <C>
BEGINNING BALANCE, December 31, 2002          2,441      4,604,181   $   2 $     4,604
Issuance of common stock for services             0        111,667       0         112
Series B preferred stock dividend                 0              0       0           0
Conversion of Series B pref. stock           (1,738)    23,885,332      (1)     23,885
Conversion of Series A pref. stock             (100)       710,218       0         710
Beneficial conver feature discount amort          0              0       0           0
Conversion of debt to common stock                0     21,623,388       0      21,624
Issuance of Series C pref. stock              3,300              0       3           0
Net income                                        0              0       0           0
                                           -------- --------------   ----- -----------
BALANCE, December 31, 2003                    3,903     50,934,786       4      50,935
Conversion of Series B pref. stock             (503)     1,075,257      (1)      1,075
Conversion of debt to common stock                0     25,087,115       0      25,087
Issuance of common stock for services             0      2,668,845       0       2,669
Issuance of common stock for acquisition          0      2,000,000       0       2,000
Issuance of Series D pref. stock                550              0       1           0
Issuance of Series E pref. stock              2,000              0       2           0
Issuance of Series F pref. stock              3,000              0       3           0
Amortization of deferred compensation             0              0       0           0
Other comprehensive income (loss)                 0              0       0           0
Net income                                        0              0       0           0
                                           -------- --------------   ----- -----------
ENDING BALANCE, December 30, 2004
                                              8,950     81,766,003   $   9 $    81,766
                                           ======== ==============   ===== ===========
</TABLE>

<TABLE>
<CAPTION>
                                     Accum                              Total
     Additional                      Comp                           Stockholders'
      Paid-In          Deferred     Income         Accumulated          Equity
      Capital          Comp         (Loss)           Deficit         (Deficiency)
   --------------   -----------  -------------   ---------------    --------------
   <S>              <C>          <C>             <C>                <C>
   $    9,925,852   $         0  $           0   $   (10,050,248)   $     (315,244)
           12,171             0              0                 0            12,283
          723,585             0              0          (260,897)          462,688
          (23,883)            0              0                 0                 1
             (710)            0              0                 0                 0
                0             0              0                 0                 0
        1,265,566             0              0                 0         1,287,190
        3,299,997             0              0                 0         3,300,000
                0             0              0           195,454           195,454
   --------------   -----------  -------------   ---------------    --------------
       15,202,578             0              0       (10,311,145)        4,746,918
           (1,074)            0              0                 0                 0
        4,303,756             0              0                 0         4,328,843
          796,621      (714,500)             0                 0            84,790
          977,000             0              0                 0           979,000
          364,999             0              0                 0           365,000
   1,999,998                  0              0                 0         2,000,000
        2,999,997             0              0                 0         3,000,000
                0       607,222              0                 0           607,222
                0             0        261,501                 0           261,501
                0             0              0           154,045           154,045
   --------------   -----------  -------------   ---------------    --------------

   $   26,643,875   $  (107,278) $     261,501   $   (10,157,100)   $   16,527,319
   ==============   ===========  =============   ===============    ==============
</TABLE>


     The accompanying notes are an integral part of the financial statements
                                       F-6

<PAGE>


<TABLE>
<CAPTION>
                           NewMarket Technology, Inc.
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,

                                                                                         2004                2003
                                                                                -------------------- -------------------
<S>                                                                             <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                      $            154,044 $           195,454
Adjustments to reconcile net income to net cash used by operating activities:
    Minority interest in consolidated subsidiary income (loss)                                66,761            (173,055)
   Bad debt, warranty and inventory reserves                                                 439,059                   0
   Stock issued for services and amortization of deferred compensation                       692,012              12,283
   Depreciation and amortization                                                             588,087               4,801
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                                             (2,711,737)             34,534
   (Increase) decrease in inventory                                                          181,004                   0
   (Increase) decrease in prepaid expenses and deposits                                      (40,869)            (29,850)
   Increase (decrease) in accounts payable - trade                                           217,141              10,933
   Increase (decrease) in accounts payable - related parties                                 205,591                   0
   Increase (decrease) in customer deposits                                                  548,575                   0
   Increase (decrease) in deferred revenue                                                   112,525                   0
   Increase (decrease) in accrued expenses                                                   192,384              94,707
   Increase (decrease) in payables to affiliates                                            (137,734)                  0
   Increase (decrease) in income taxes payable                                              (238,645)                  0
   Increase (decrease) in accrued  dividends payable                                               0                   0
                                                                                -------------------- -------------------
Net cash provided by operating activities                                                    268,198             149,807
                                                                                -------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Notes receivable advances to future subsidiaries                                                0            (759,000)
   Investment in unconsolidated affiliates                                                (1,283,512)
   Acquisition of intangible asset                                                          (478,185)            (10,000)
   Purchase of property and equipment                                                        (90,133)             (3,366)
                                                                                -------------------- -------------------
Net cash used by investing activities                                                     (1,851,830)           (772,366)
                                                                                -------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on capital leases                                                                (20,926)                  0
   Advances on notes payable                                                               2,304,613           1,800,000
   Payments on notes payable                                                                (317,630)
   Advances on short term line of credit                                                           0             408,000
   Payments on short term line of credit                                                    (286,287)                  0
   Cash purchased in acquisitions                                                            795,512                   0
                                                                                -------------------- -------------------
Net cash provided by financing activities                                                  2,475,282           2,208,000
                                                                                -------------------- -------------------
Effect of exchange rates on cash                                                              32,170                   0
                                                                                -------------------- -------------------
Net increase (decrease) in cash and equivalents                                              923,820           1,585,441
                                                                                -------------------- -------------------
CASH, beginning of period                                                                  1,632,083              46,642

CASH, end of period                                                             $          2,555,903 $         1,632,083
                                                                                ==================== ===================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Interest paid in cash                                                        $            155,487 $                40
                                                                                ==================== ===================
Non-Cash Financing Activities:
   Common stock issued to settle debt                                           $          4,328,843 $         1,265,566
                                                                                ==================== ===================
   Common stock issued for acquisition of affiliate                             $            979,000 $                 0
                                                                                ==================== ===================
   Preferred stock issued for acquisition of consolidated subsidiaries          $          5,365,000 $                 0
                                                                                ==================== ===================
   Issuance of promissory note and preferred stock to acquire subsidiaries      $          5,365,000 $         4,000,000
                                                                                ==================== ===================
   Common stock issued to pay Series B preferred stock dividend                 $                  0 $           723,585
                                                                                ==================== ===================
   Common stock issued to pay interest                                          $                  0 $            30,776
                                                                                ==================== ===================
</TABLE>


     The accompanying notes are an integral part of the financial statements
                                       F-7

<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(1)  Summary of Significant Accounting Principles
          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.
     The  following  summarize  the more  significant  accounting  and reporting
     policies and practices of the Company:

     a) 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.

     b) Significant acquisitions In March 1998, IPVoice Communications,  Inc., a
     Nevada  corporation,  acquired 100% of the issued and outstanding shares of
     the common stock of IPVoice  Communications,  Inc., a Delaware corporation,
     in a reverse  merger,  which was accounted for as a  reorganization  of the
     Delaware company.

     In June 2002,  the Company  acquired the net assets of  Vergetech,  Inc., a
     Texas corporation, in exchange for a $3,000,000 promissory note maturing in
     January 2004. This  acquisition  has been accounted for as a purchase.  The
     Company assessed the fair value of the assets and liabilities  purchased at
     historical  book value,  which gave rise to the  recording of $2,755,757 in
     goodwill.  Please see the  Company's  Form 8-K/A filed  October 8, 2002 for
     detailed information of the assets and liabilities purchased.

     In June 2003,  the Company  entered into a term sheet  agreement to acquire
     51% of the  common  stock of IP Global  Voice,  Inc.,  (IPGV),  a  Delaware
     corporation headquartered in San Francisco,  California. At the time of the
     agreement IPGV was a newly formed  corporation.  The Company  acquired IPGV
     principally  because  the  management  team  IPGVhad  assembled  with  very
     experienced in the field, this endeavor was the Company's principal line of
     business prior to the acquisition of Vergetech and the Company  believes to
     be a potentially very lucrative line of business.  This term sheet required
     the  Company  to  loan  IPGV  $100,000  on  a  Senior  Secured  Convertible
     Promissory Note, carrying an interest rate of 10% and maturing on March 30,
     2004.  Closing of the acquisition  would occur when the Company loaned IPGV
     an  additional  $400,000 with the same terms as the initial  $100,000.  The
     Company  completed  the  initial  $100,000  on the date of signing the term
     sheet,  a second  $100,000 in August 2003,  and the  remaining  $300,000 in


                                       F-8

<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(1)  Summary of Significant Accounting Principles (Continued)
     b) Significant acquisitions,  continued.  September 2003, at which time the
     acquisition  was  considered  closed.  At closing the Company  committed to
     invest  $4,500,000 in IPGV in exchange for 6,000,000  shares of IPGV common
     stock; a warrant to purchase an additional  1,000,000 shares of IPGV common
     stock at a price of $1 per share and 2,250,000  shares of IPGV common stock
     in  exchange  for  2,250,000  shares  of  Series C  Preferred  Stock of the
     Company.  In March 2004,  the  Company  issued  2,000,000  shares of common
     stock,  valued at $979,000,  to acquire an  additional  38% of  IPGV.IPGV's
     fiscal year end is December 31,  therefore its  operations are included for
     the full 12 months  ended  December  31, 2004 and for the six months  since
     inception  ended December 31, 2003. The Company  assessed the fair value of
     the assets and liabilities  purchased at historical book value,  which gave
     rise to the recording of $979,000 in goodwill.

     In July 2003, the Company agreed to a term sheet  agreement to acquire 100%
     of InfoTel  Technologies,  Pte, Limited, a Singapore company, from the debt
     holders of Appiant  Technologies,  Inc. The Company  purchased Infotel as a
     means to  expand  the  capabilities  and  reach  of its now  core  business
     operations resulting from the Vergetech  acquisition.  This acquisition was
     based  on a  $4,000,000  purchase  price.  The  Appiant  Debenture  holders
     received  3,000  shares  of  Series C  Convertible  Preferred  Stock of the
     Company  valued  at  $3,000,000  and  a  promissory  note  for  $1,000,000.
     Subsequently  this was modified to  $3,300,000 of preferred  stock,  (3,300
     shares),  and a $700,000  promissory  note.  There is a one year look- back
     holding that the Company's  common stock  underlying  the conversion of the
     preferred stock must have a value of $3,000,000,  (now $3,300,000),  or the
     Company  is  required  to either pay the  holders  the  difference  between
     $3,000,000  and the market  price in cash,  or sell  Infotel  and apply the
     proceeds to pay the difference.  The preferred  stock is  convertible,  1/2
     after  one year and 100%  after  two  years,  at the  lesser  of the 20 day
     trailing  average  price per  share of the  common  stock or $1 per  share.
     Infotel's  fiscal year end is September 30,  therefore its  operations  are
     included for the full 12 months ended September 30, 2004, with no inclusion
     of its operations for the year ended September 30, 2003, as the acquisition
     closed in October 2003.  The Company  assessed the fair value of the assets
     and liabilities  purchased at historical book value, which gave rise to the
     recording of $1,157,801 in negative goodwill. Please see the Company's Form
     8-K/A  filed  June 2,  2004 for  detailed  information  of the  assets  and
     liabilities purchased.

     In January 2004, the Company entered into a term sheet agreement to acquire
     51% of the common stock of Digital  Computer  Integration  Corp.,  (DCI), a
     Plano,  Texas  based  corporation.  The Company  purchased  DCI as its lead
     entree into the Homeland Security field.  Under the terms of the agreement,
     the  Company is  required to loan DCI  $100,000  spread over the  following
     month, on a convertible  note,  bearing interest at 8% and convertible into
     common  stock at the closing of the  acquisition.  Further,  the Company is
     required  to  loan  $250,000  at  the  acquisition  closing  under  another
     convertible  note bearing 8% rate of interest  with no stated  maturity and
     provide  a line  of  purchase  order  financing  to DCI  in the  amount  of
     $1,000,000.  The  acquisition is based on a factor of one times signed 2004
     revenue  at the  closing  date,  or an  expected  amount  of  approximately
     $5,000,000.  This  price  carries a one year look back which can adjust the
     purchase price upward or downward based on actual recorded  revenue for the
     year  ended  December  31,  2004,  but  in  no  event  greater  than  a 30%
     adjustment.  DCI's fiscal year end is December 31, therefore its operations
     are  included  for the full 12  months  ended  December  31,  2004,  as the
     acquisition  agreement was effective  back to January 1, 2004.  The Company
     assessed  the  fair  value  of the  assets  and  liabilities  purchased  at
     historical  book  value,  which gave rise to the  recording  of $932,507 in
     goodwill.  Please  see the  Company's  Form 8-K filed  March  11,  2004 for
     detailed information of the assets and liabilities purchased.

     In January 2004, the Company entered into a term sheet agreement to acquire
     100% of the common  stock of RKM  Suministros,  C.A.,  (RKMV),  and RKM USA
     Corp., Inc., (RKMM).  RKMV is a Venezuela  corporation and is headquartered
     in Caracas.  RKMM is a Miami based US  corporation.  The Company  purchased


                                       F-9

<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Principles (Continued)
     b) Significant acquisitions,  continued. RKMV and RKMM as a means to expand
     the  capabilities and reach of its now core business  operations  resulting
     from the Vergetech and Infotel acquisitions.  The purchase price of RKMV is
     $2,000,000,  to be paid in the  form of  shares  of  Series  C  Convertible
     Preferred Stock of the Company. The sales price is based on one times gross
     revenue. The sellers cannot convert for the first six months. At the end of
     six months the seller can  convert up to  $600,000  worth of the  preferred
     shares and an additional  $400,000  after nine months and the balance after
     the first anniversary. The sellers are restricted from any conversions that
     would  represent  a  greater  than  4.9%  stake  in  the  then  issued  and
     outstanding common stock of the Company.  This agreement carries a one year
     look back with an adjustment in the sales price of a maximum of 30% upward,
     (maximum  price  of  $2,600,000),  and 20%  downward,  ($1,600,000  minimum
     price).  This look back is based on the one year  revenues of RKMV and RKMM
     for the immediately  preceding 12 months.  Revenue variations  resulting in
     exchange rate  fluctuations  between the US dollar and Venezuelan  Bolivare
     are  specifically  excluded for these  purposes.  In  addition,  there is a
     second look back provision, which allows for the reversal of some to all of
     the  transaction  if the Company's  common stock does not have a minimum of
     $20,000,000 in trading volume over the immediately preceding 12 months. If,
     during the first 12 months after closing,  the Company experiences a change
     of control,  the sellers  conversion rights are immediately  accelerated to
     100%. If prior to the conversion of the Prefered stock, the Company is sold
     or otherwise  no longer a publicly  traded  entity,  the sellers may opt to
     reverse the  acquisition.  The purchase price of RKMM is $1. The Company is
     obligated to lend RKM $40,000  within 10 days,  $30,000  within 60 days and
     $30,000 within 90 days after the closing.  The Company is also obligated to
     lend RKM  $1,000,000 in additional  funds in  conjunction  with  contracted
     projects which have a minimum 25% pre-tax profit margin.  This  acquisition
     was closed in April 2004. RKMV's and RKMM's fiscal year end is December 31,
     therefore its operations are included for the full 12 months ended December
     31, 2004, as the  acquisition  agreement  was effective  back to January 1,
     2004.  The Company  assessed  the fair value of the assets and  liabilities
     purchased at  historical  book value,  which gave rise to the  recording of
     $1,897,733 in goodwill.  Please see the Company's Form 8-K/A filed June 10,
     2004 for detailed information of the assets and liabilities purchased.

     In February 2004, the Company entered into a purchase  agreement to acquire
     51% of the common stock of Medical Office Software,  Inc., (MOS), a Florida
     corporation headquartered in Ft. Lauderdale, Florida. The Company purchased
     MOS as its lead entree into the Medical  software  field The purchase price
     is  $1,000,000,  payable  by  conversion  of a  $150,000  note that a major
     stockholder of MOS owes to VTI, a related party of the Company, $300,000 in
     cash and $550,000 , (550 shares), in shares of Convertible  Preferred Stock
     of the  Company.  MOS'  fiscal  year  end is  December  31,  therefore  its
     operations  are included for the full 12 months ended December 31, 2004, as
     the  acquisition  agreement  was  effective  back to January  1, 2004.  The
     Company assessed the fair value of the assets and liabilities  purchased at
     historical  book value,  which gave rise to the  recording of $1,149,184 in
     goodwill.  Please see the  Company's  Form 8-K filed  February 10, 2004 for
     detailed information of the assets and liabilities purchased.

     In August  2004,  the  Company  acquired  100% of  NetsCo.,  Inc.,  a North
     Carolina  corporation.  The  Company  purchased  NetsCo to  strengthen  its
     position in the Homeland  Security field with DCI. The Company issued 3,000
     shares  Series F  Convertible  Preferred  Stock of the  Company,  valued at
     $3,000,000.  These shares were issued without any  registration  rights for
     the  underlying  common  shares.   The  sellers  are  restricted  from  any
     conversions  that  would  represent  a greater  than 4.9% stake in the then
     issued and outstanding common stock of the Company.  This agreement carries
     a one year look back with an  adjustment in the sales price of a maximum of
     30%  upward  for  revenues  greater  than $1  million,  (maximum  price  of


                                       F-10

<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(1)  Summary of Significant Accounting Principles (Continued)
     b) Significant acquisitions,  continued.  $3,900,000), and 30% downward for
     revenues less than $1 million,  ($2,100,000 minimum price). NetsCo's fiscal
     year end is December 31, therefore its operations are included for the full
     12 months  ended  December  31,  2004,  as the  acquisition  agreement  was
     effective back to January 1, 2004.  The Company  assessed the fair value of
     the assets and liabilities  purchased at historical book value,  which gave
     rise to the recording of  $3,260,650 in goodwill.  Please see the Company's
     Form 8-K filed June 10,  2004 for  detailed  information  of the assets and
     liabilities purchased.

     In August  2004,  the Company  entered  into an agreement to acquire 51% of
     Logicorp  Data  Systems,  Ltd.,  a Canadian  company.  The Company will pay
     $1,100,000  in cash and  issue a 24  month  $1,000,000  promissory  note to
     complete  this  acquisition.  If at the  end  of 12  months,  Logicorp  has
     achieved $18 million of revenue,  then the 49% stakeholder of Logicorp will
     have the  right to  require  NewMarket  to  acquire  the  remaining  49% of
     Logicorp  for  $1,900,000  of  NewMarket  common  stock,  which  will carry
     piggyback registration rights.  NewMarket will also be able to require such
     sale.  Subsequent to fiscal year end,  NewMarket began  renegotiation  this
     acquisition.  LogiCorp's  fiscal  year  end is  August  31,  therefore  its
     operations are not included in the Company's  operations for the year ended
     December 31, 2004.  Please see the Company's  Form 8-K filed August 9, 2004
     for detailed information of the assets and liabilities purchased.

     c)  Principles  of  consolidation  The  consolidated  financial  statements
     include the accounts of NewMarket Technology, Inc. and its wholly owned and
     majority owned  subsidiaries.  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.

     d) Net income 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, 2004,
     market price of the underlying common stock.

     e) 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.

     f) 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.

     g)  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  $7,061,273  was recorded in  conjunction  with the
     acquisitions  in 2003  and  2004.  The  Company  also  evaluates  at  least
     annually,  for potential  impairment,  the recorded  value of goodwill,  by
     means of a cash flow analysis in accordance with SFAS 142.

     In 2004,  as a result of the  acquisition  of Infotel,  (see  footnote  1b)
     paragraph 4), 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


                                       F-11

<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Principles (Continued)

     g)  Intangibles,  continued.  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 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.
     Amortization amounted to $420,043 in 2004.

     h) Revenue recognition As a result of the multiple acquisitions in 2003 and
     2004, the Company now has three  distinct  revenue  streams:  (1) Services,
     (approximately 58% of revenue),  and computer  programming  services.  This
     revenue is recognized as services are provided and billed to the customers.
     (2) Contract, (approximately 13of revenue), 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), products, (approximately 29of revenue), 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.  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 spearately
     structured and is accounted for in contract  revenue and in accordance with
     the contracts.

     i)  Concentrations  of  risks  -  Geographic  As a  result  of the  various
     acquisitions  in 2003 and 2004, the Company now has offices,  employees and
     customers  in a  variety  of  foreign  countries.  Its  two  foreign  based
     subsidiaries are located in and Singapore  serving Asia. DCI, also based in
     Dallas,  serves customers  located in Western Europe, as well as within the
     United States. RKM, based in Caracas, Venezuela, and serving Latin America,
     represents  approximately  10% of the  Company's  total revenue and 2.6% of
     total assets.  Infotel,  based in Singapore,  and serving Asia,  represents
     approximately  23% of the Company's  total revenue and 31% of total assets.
     DCI,  a 51%  owned  subsidiary,  based in  Dallas,  Texas,  serves  certain
     customers in Western Europe,  represents approximately 14% of the Company's
     total revenue and 3% of total assets.

     j)  Investment  in  unconsolidated   affiliates/subsidiaries   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). At December 31, 2003,  the
     Company reflected a $4,000,000 investment in an unconsolidated  subsidiary,
     Infotel Technologies,  Pte, LTD., (see footnote 1b) paragraph 4). Infotel's
     fiscal  year end is  September  30,  while  NewMarket's  fiscal year end is
     December  31.  Although  the  Company  agreed  to a  term  sheet  for  this
     acquisition  in July 2003,  the  acquisition  was not closed until  October
     2003,  which was after Infotel's  fiscal year end and before the Company's.
     In accordance with paragraph 4 of ARB 51, the Company  consolidates Infotel
     on an October through  September  basis with the Company's  January through
     December operations.


                                       F-12

<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Principles (Continued)
     j)  Investment in  unconsolidated  affiliates/subsidiaries,  continued.  At
     December 31, 2004, the Company had the same situation with its  acquisition
     of  51%  of  Logicorp  Systems,  Ltd.,  (see  footnote  1b)  paragraph  9).
     Logicorp's  fiscal  year  end  is  August,  and  the  company  closed  this
     acquisition  at the end of August 2004. In addition,  this  acquisition  is
     staged as to payments for the total of 51%,  which had not all been paid at
     December 31, 2004. In addition, some portion of this ownership interest may
     be  temporary  in  nature,  (SFAS 94,  paragraph  13).  The  balance of the
     Company's  investment  in  affiliates  at December 31, 2004, is composed of
     payments  toward  the  purchase  of 20%  equity  positions  in Red Moon and
     Sensitron and a purchase of a 25% equity position of TekVoice. The purchase
     of these three  equity  positionshad  not been paid in full at December 31,
     2004, nor do they 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,  2004,  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.

(2)  Stockholders'  Equity.  The Company has  authorized  100,000,000  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
     determined  by the Board of Directors  prior to  issuance.  The Company had
     81,766,003  shares of common stock issued and  outstanding  at December 31,
     2004.  The Company had 100shares of Series A preferred  stock,  0 shares of
     Series B preferred  stock,  3,300 shares of Series C preferred  stock,  550
     shares of Series D  preferred  stock,  2,000  shares of Series E  preferred
     stock and 3,000 shares of Series F preferred stock issued and  outstanding,
     respectively,  at December  31, 2004.  Please see footnote 1b)  Significant
     acquisitions  for each of these  acquisitions for the rights and privileges
     of each series of Preferred stock, C through F.

     In 2003 The Company  issued  111,667  shares of restricted  common stock in
     exchange for services valued at $12,283. In 2003, the holders of the Series
     B preferred  stock  converted the  remaining  balance of 2,2483 shares into
     23,885,332  shares of common  stock.  In 2003 the holders of  $1,387,191 of
     convertible debt,  including interest,  exchanged the debt and interest for
     22,333,606  shares of common  stock.  In October 2003,  the Company  issued
     3,300  shares  of Series C  Preferred  Stock to close  the  acquisition  of
     Infotel.

     In the first quarter of 2004, the Company issued 1,075,257 shares of common
     stock for the  conversion  of the final  remaining  503 shares of Preferred
     Series B outstanding.  The Company issued 25,087,115 shares of common stock
     for the conversion of $4,328,843 of  convertible  debt, at $0.17 per share.
     The Company issued 2,668,845 shares of restricted  common stock pursuant to
     consulting  contracts  with four  individuals.  These shares were valued at
     $799,190, or $0.30 per share. Most of these contracts are prospective for a
     period of one year,  therefore the Company is amortizing their expense over
     the  life  of  the  contracts.  The  Company  issued  2,000,000  shares  of
     restricted  common stock to acquire an  additional  38% of IP Global Voice.
     These  shares were valued at  $979,000,  or $0.4895 per share.  The Company
     issued 550 shares of restricted  preferred stock,  Series D, to acquire 51%
     of the common  stock of Medical  Office  Software,  Inc.  These shares were
     valued at $365,000. The Company issued 2,000 shares of restricted preferred
     stock,  Series E, to acquire 100% of the common  stock of RKM  Suministros,
     S.A.  These  shares were valued at  $2,000,000.  The Company  issued  3,000
     shares of  restricted  preferred  stock,  Series F, to acquire  100% of the
     common stock of Netsco, Inc. These shares were valued at $3,000,000.

     At  December  31,  2004,   the  shares  of  preferred   stock   represented
     approximately  12,558,000 shares of common stock, had they been eligible to
     be and been elected to be converted on December 31, 2004. Had the preferred
     shares that were eligible to be converted,  been  converted at December 31,
     2004, they represented approximately 4,105,000 shares of common stock.

(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 had net operating  loss carry-
     forwards for income tax purposes of approximately  $10,157,000 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,
     2004, is  $4,325,000,  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  $4,325,000,  as the
     Company has no long-term history of profitable operations.  The significant
     components of the net


                                       F-13

<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(3)  Income Taxes, (Continued). deferred tax asset as of December 31, 2004 are:


Net operating losses                     $               4,063,000
Goodwill amortization                                      262,000
                                         -------------------------
Valuation allowance                                     (4,325,000)
                                         -------------------------
Net deferred tax asset                   $                       0
                                         =========================

     The Company  utilized  approximately  $23,000 of its deferred tax asset for
     the year ended  December 31, 2004,  and $40,000 for the year ended December
     31, 2003.

     Infotel had a current  income tax credit in  Singapore of $21,700 for their
     year  ended  September  30,  2004,  and a  long-term  deferred  income  tax
     liability in Singapore of $36,000.

(4)  Commitment and Contingencies.
     a) Lawsuits In December 1999,  SatLink filed a lawsuit  alleging  breach of
     contract as a result of the rescission of the  acquisition in October 1999,
     as  discussed  in Note 5 above.  In  December  1999,  the former CFO of the
     Company  filed a lawsuit  alleging  breach of  contract  as a result of the
     rescission of the employment agreement in October 1999.The Company believes
     this suit has no merit and intends to vigorously defend it.

     On April 25,  2000,  Michael  McKim  filed a lawsuit  against  the  Company
     alleging  breach of  employment  contract and fraud.  The Company  formerly
     employed  Mr.  McKim as Vice  President  of Research  and  Development.  In
     addition,  for a period of time, he was a member of the Company's  Board of
     directors. As a part of his compensation,  Mr. McKim was to receive 300,000
     shares of common stock,  followed by an additional 750,000 shares of common
     stock over a  three-year  period,  subject to various  limitations.  In his
     complaint,  Mr. McKim alleges that the Company  failed to issue the 300,000
     shares to him, thereby breaching the employment agreement.  In addition, he
     alleges  that,  in  failing  to  provide  the  shares to him,  the  Company
     committed  fraud. The Company filed its answer on June 19, 2000 denying the
     allegations of the complaint. The Company also filed a counterclaim against
     Mr. McKim alleging  that,  during the course of his  employment,  Mr. McKim
     engaged in  intentional  misrepresentation,  breach of  fiduciary  duty and
     intentional  interference  with  business  relationships.  This lawsuit was
     settled in 2003.  The Company  issued 11,667  shares of  restricted  common
     stock to Mr. McKim to settle this lawsuit.

(5)  Convertible  debt. In 2003, the Company  retired  $1,387,191 of convertible
     debt and  accrued  interest.  This debt was  retired by issuing  22,333,606
     shares of common stock. In November and December 2003, the Company borrowed
     $1,800,000  in four  traunches  from two  parties,  both of whom  have been
     holders of the Company's  preferred and common stock. The terms of all four
     traunches  are the same;  payment of  principal  two years from the date of
     issuance;  8% interest rate,  payable  quarterly in cash or common stock of
     the  Company  and a 12%  discount  from the face  amount of the  note.  The
     combination of the  amortization  of the discount and stated  interest rate
     equals a 14% rate of interest annually. The debt is convertible in whole or
     in part  into  share of the  Company's  common  stock  at the debt  holders
     option.  The conversion price is the trailing ten day average closing price
     of the common stock .

     In December 2003, the Company issued a $700,000 promissory note to the debt
     holders of Appiant  Technology,  Inc. as a portion of the purchase price of
     Infotel  Technologies,  Pte, Limited.  The terms of this note are: $100,000
     payable in February  and March 2004,  $50,000 each month  thereafter.  This
     note carries no stated interest rate.

     In 2004,  the Company  retired  $4,328,843 of  convertible  debt by issuing
     25,087,115 shares of restricted


                                       F-14

<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(5)  Convertible  debt,  continued.  common  stock.  At December 31,  2004,  the
     Company  has  $3,844,000,  carrying an 8%  interest  rate,  of debt that is
     convertible into  approximately 40 million  restricted common shares at the
     election of the debt-holder, a related party.

(6)  Earnings per share Following is the disclosure required by SFAS 128.

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
                                        ===========  =============  ==========

For the year ended December 31, 2003
                                           Income        Shares      Per-Share
                                        (Numerator)  (Denominator)   Amount
                                        -----------  -------------  ---------
Basic EPS:
Income available to common
    stockholders                           $195,454     19,514,021      $0.01
Effect of Dilutive Securities:
Convertible preferred stock                       0              0
Convertible debt                                  0              0
                                        -----------  -------------
Diluted EPS:
Income available to common
   stockholders + assumed conversions      $195,454     19,514,021      $0.01
                                        ===========  =============  =========

(7)  Subsequent events

     (A)  Significant  acquisition In January 2005, the terms of the acquisition
     of Infotel were modified to convert the remaining  $400,000  payable to the
     Appiant   creditors  into  $400,000  of  additional  Series  C  Convertible
     Preferred Stock.

     In January 2005, the Company entered into a definitive agreement to acquire
     Gaozhi  Communications of Shanghai,  People's Republic of China.  NewMarket
     formed a new then wholly  owned  subsidiary,  NewMarket  Technology  China,
     Inc.,  will own 90% of Gaozhi,  and in turn will be owned 51% by NewMarket,
     40% by the stockholders of Gaozhi and 9% by a third party.

     (B)  Significant  transaction In February 2005, the Company  entered into a
     definitive  agreement  to  sell  its  51%  stockholding  of DCI to  Defense
     Technology Systems,  Inc., (DFTS), in exchange for two classes, (C & D), of
     DFTS  preferred  stock.  Class  C will be  convertible  into  common  stock
     representing a 51% stockholding of DFTS.



                                       F-15



<PAGE>



Item 8. Changes  in  and  Disagreements  with   Accountants  on  Accounting  and
        Financial Disclosure

On February 23, 2005, the Board of Directors of NewMarket Technology,  Inc. (the
"Company")  was  notified  by Durland & Company,  CPAs  ("Durland")  that it was
resigning as its independent  registered public accountants due to the fact that
Durland  only has one  partner  and,  as a result,  cannot  satisfy  the partner
rotation  requirement.  On February  23, 2005,  the Company  engaged the firm of
Pollard-Kelley  Auditing  Services,  Inc.  ("PKASI") to serve as its independent
registered public accountants for the fiscal year ended December 31, 2004.

During  the two  fiscal  years  ended  December  31,  2003 and 2002 and  through
February  23,  2005,  (i) there were no  disagreements  between  the Company and
Durland on any matter of accounting principles or practices, financial statement
disclosure  or  auditing  scope  or  procedure  which,  if not  resolved  to the
satisfaction  of Durland  would have  caused  Durland to make  reference  to the
matter in its reports on the Company's financial statements,  and (ii) Durland's
reports on the Company's financial statements did not contain an adverse opinion
or  disclaimer  of opinion,  or was modified as to  uncertainty,  audit scope or
accounting principles; provided, however, Durland issued a going concern opinion
with respect to its report on the Company's  financial  statements  for the year
ended December 31, 2002. During the two fiscal years ended December 31, 2003 and
2002 and through February 23, 2005, there were no reportable  events as the term
described in Item 304(a)(1)(iv) of Regulation S-B.


Item 8A. Controls and Procedures

As of the end of the period covered by this report,  we conducted an evaluation,
under the supervision and with the  participation of our chief executive officer
and chief  financial  officer of our  disclosure  controls  and  procedures  (as
defined in Rule 13a-15(e) and Rule  15d-15(e) of the Exchange  Act).  Based upon
this  evaluation,  our  chief  executive  officer  and chief  financial  officer
concluded  that our  disclosure  controls and procedures are effective to ensure
that  information  required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded,  processed,  summarized and reported,
within the time periods specified in the Commission's rules and forms. There was
no change in our internal  controls or in other  factors that could affect these
controls  during our last fiscal  quarter that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


Item 8B. Other Information

None.



                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
        with Section 16(a) of the Exchange Act

The following  table sets forth  information  with respect to the sole executive
officer and directors of NewMarket Technology, Inc. as of December 31, 2004.

Name                 Age        Position
----------------     ---        ----------------------------------
Philip M. Verges      39        Chairman, Chief Executive Officer,
                                Principal Financial Officer,
                                Director since June 2002
Michael Tinsley       52        Board Member
Daniel Scofield       50        President and Board Member



                                       43
<PAGE>



PHILIP VERGES, Chief Executive Officer, Principal Financial 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.

MICHAEL  TINSLEY,  board  member,  is  a  Partner  at  Corporate  Revitalization
Partners,  LLC. He has more than 20 years of  operational  experience at the CEO
level and diverse industry  background,  most of which is outside the technology
industry.  Previously  Mr.  Tinsley  has 12  years  of  experienced  focused  on
turn-around   operations.    International    experience   includes   management
responsibility  for  operations  outside  the United  States in Canada,  Mexico,
England, Ireland, France and China.

DAN SCOFIELD, President and board member, has 15 years in operations and service
management for consumer and technology companies, including computer and telecom
manufacturing  organizations.  Mr. Scofield led a $260 million revenue  business
and launched  major new product  initiatives.  He was also in senior  management
positions with CompUSA and Uniden,  where he served as Division President and VP
of  Operations.  Prior  to  Uniden,  he was a VP of  professional  services  for
MicroAge  Computer  Centers.  Daniel  Scofield  was a board of  director  member
through 2004 and part of first quarter 2005. Due to personal reason Mr. Scofield
resigned from his position as President and board member on March 18, 2005.

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.  VTI has  informed  us that as a result of the
difficulties  in calculating  the number of shares of common stock  beneficially
owned by VTI as a result of the  convertible  debt issued by the Company to VTI,
it was delinquent in filing certain of those reports during fiscal 2004.

Code of Ethics

Because of our limited size and resources we have not  currently  adopted a code
of ethics applicable to our executive  officers and directors.  We are currently
looking to expand the size of the board of directors  and expect to adopt such a
code of ethics in connection with that expansion.




                                       44
<PAGE>



Item 10. Executive Compensation

This  table  summarizes  the  before-tax  compensation  for the Chief  Executive
Officer who was the only executive officer of the Company during fiscal 2004.

Summary Compensation

<TABLE>
<CAPTION>
                                                              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 (1)                  2004  $ 60,000    --        --           --
   Chairman, Chief Executive Officer, 2003    60,000    --        --           --
   Director                           2002    60,000    --        --           --
    (since June 2002)
------------------------------------- ---- --------- ----- -------------- ------------
Daniel Scofield,                      2004  $100,000   --     100,000         --
   President and Board Member         2003        0    --        --           --
                                      2002        0    --        --           --
------------------------------------- ---- --------- ----- -------------- ------------
</TABLE>
(1)  Mr. Verges became Chairman,  Chief Executive Officer and a Director in June
     of 2002. Mr. Verges was paid a pro rated salary for fiscal 2002 based on an
     annual salary of $60,000.

Option Grants in 2004

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

Option Exercises in 2004 and 2004 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 2004.

Compensation of Directors

We have no  arrangements  for  compensating  our  directors  for  attendance  at
meetings of the board of directors.  We do reimburse directors' necessary travel
expenses in connection with meetings.  The Chairman and Chief Executive  Officer
of the Company  served as the sole member of the board of directors  until 2004.
Given the composition of the board of directors,  we do not currently maintain a
compensation or audit  committee.  In 2005 we expect to form 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.




                                       45
<PAGE>



Item 11. Security  Ownership  of Certain  Beneficial  Owners and  Management and
         Related Stockholder Matters

Ownership of NewMarket Technology, Inc. Common Stock

The following  table shows how much of each class of our stock was  beneficially
owned as of June 30, 2005, by:

     o    our Chairman, Chief Executive Officer and
     o    each  stockholder  known by us to own  beneficially at least 5% of our
          common stock.

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  93,815,685
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 June  30,  2005 and  resulting  in a fully  diluted  weighted  average  of
120,372,686 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)                       22,000,000 (3)        18.3%               --               --
----------------------------------------- ---------------- ---------------- ------------------ ---------------
All current directors and executive        22,100,000            18.4%%                --               --
officers as a group (1 person)
----------------------------------------- ---------------- ---------------- ------------------ ---------------
Other 5% Stockholders
----------------------------------------- ---------------- ---------------- ------------------ ---------------
Verge Tech, Inc. (2)                       22,000,000 (4)        18.3%               --               --
----------------------------------------- ---------------- ---------------- ------------------ ---------------
</TABLE>
* Less than 1%.

(1)  Mr.  Verges's  address is c/o NewMarket  Technology,  Inc.,  14860 Montfort
     Drive, Suite 210, Dallas, Texas 75254.
(2)  Verge Tech, Inc.'s address 14860 Montfort Drive,  Suite 210, Dallas,  Texas
     75254.
(3)  Shares of Common  Stock  beneficially  owned  include  2,000,000  shares of
     common stock owned directly and 20,000,000  shares of common stock issuable
     upon  conversion  of all of the  remaining  portion  of the June  19,  2002
     Promissory  Note issued by the Company to acquire the assets of  VergeTech,



                                       46
<PAGE>



     Inc., which is convertible at the option of Verge Tech, Inc. Mr. Verges, as
     the sole director and officer and a substantial  stockholder of Verge Tech,
     Inc.  is deemed to have  beneficial  ownership  of those  shares.  The 2002
     Promissory Note was converted into common stock in 2004.
(4)  Shares of Common  Stock  beneficially  owned  include  2,000,000  shares of
     common  stock  owned Mr. Mr Verges and  20,000,000  shares of common  stock
     issuable upon  conversion  of all of the remaining  portion of the June 19,
     2002  Promissory  Note  issued by the  Company  to  acquire  the  assets of
     VergeTech, Inc., which is convertible at the option of Verge Tech, Inc. Mr.
     Verges is the sole  director and officer and a substantial  stockholder  of
     Verge Tech,  Inc.  and, as such,  Verge  Tech,  Inc.  may be deemed to have
     beneficial  ownership of those  shares.  Verge Tech,  Inc.  disclaims  such
     ownership of Mr. Verges' shares.


Item 12. Certain Relationships and Related Transactions

None

Item 13. Exhibits

(a) 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.)

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.)



                                       47
<PAGE>



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.)

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.)



                                       48
<PAGE>



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.)

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(a),
          as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 *    Certification  of Chief  Executive  Officer  and  Principal  Financial
          Officer Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002.
-------------------------
* Filed Herewith


Item 14. Principal Accountant Fees and Services

Summarized below is the aggregate amount of various  professional fees billed by
our principal  accountants,  Durland and Company,  CPAs, PA, with respect to our
last two fiscal years:



                                       2004          2003
                                     ---------      ---------

Audit fees                           $  50,000      $  27,500
Audit-related fees                      37,500          6,400
Tax fees                                     0              0
All other fees, including tax
consultation and preparation                 0              0

No fees were paid to  Pollard-Kelley  Auditing  Services Inc. in 2004. All audit
fees are approved by our board of directors.  Durland and Company, CPAs, PA, and
Pollard-Kelley  Auditing Services Inc. do not provide any non-audit  services to
the Company.


                                       49
<PAGE>




                                     PART IV

                                   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:   January 3, 2006


                     By: /s/ Philip M. Verges
                       ----------------------------------------------------
                       Philip M. Verges
                       Chairman, Chief Executive Officer,
                       Principal Financial Officer and Principal
                       Accounting Officer





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


     Signature               Title                          Date

/s/Philip M. Verges
---------------------     Chairman of the Board, Chief      January 3, 2006
   Philip M. Verges       Executive Officer, Primary
                          Financial Officer


/s/Michael Tinsley
---------------------     Director                          January 3, 2006
   Michael Tinsley








                                       50