UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

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

For the fiscal year ended December 31, 2005

or

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

For the transition period from ______ to ______

Commission File Number: 000-27917

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


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

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

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


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

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

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


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




<PAGE>



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



Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes |X| No |_|



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. $50,137,694



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



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



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



The  aggregate  market  value  of the  common  stock of the  registrant  held by
non-affiliates as of December 31, 2005 is $33,033,958 based upon the most recent
price on that date at which  the  registrant's  common  equity  was  sold.  This
non-affiliate  market  value  was  calculated  on the  assumption  that the only
affiliate  holding a notable common equity position is VTI represented by Philip
Verges



State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date.  As of  March  31,  2006,  we had
128,078,058 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, 2005


PART I   .....................................................................4
   Item 1.  Description of Business...........................................4
   Item 2.  Description of Properties........................................16
   Item 3.  Legal Proceedings................................................16
   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..........................55
   Item 8A. Controls and Procedures..........................................55
   Item 8B. Other Information. .. ...........................................55

PART III ....................................................................56
   Item 9. Directors, Executive Officers, Promoters and Control Persons:
                Compliance with Section 16(a) of the Exchange Act............56
   Item 10. Executive Compensation...........................................58
   Item 11. Security Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters..............................59
   Item 12. Certain Relationships and Related Transactions...................60
   Item 13. Exhibits.........................................................60
   Item 14. Principal Accountant Fees and Services...........................63

PART IV  ....................................................................64
   Signatures................................................................64


<PAGE>


                                     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

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

In May 1999,  the  corporate  name was changed to  IPVoice.com,  Inc. In January
2001, in connection  with the  acquisition of 100% of the issued and outstanding
shares  of  the  common  stock  of  IPVoice  Communications,  Inc.,  a  Delaware



                                       4
<PAGE>



corporation, the name was changed to IPVoice Communications, Inc. As a result of
that acquisition, the prior Delaware corporation ceased to exist, and the Nevada
corporation became known as IPVoice Communications,  Inc. The prior officers and
directors  resigned  and were  replaced by the  officers  and  directors  of the
Delaware  incorporated  IPVoice   Communications,   Inc.  This  transaction  was
accounted for as a reorganization of IPVoice Communications, Inc.

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

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

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

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

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

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

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



                                       5
<PAGE>



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

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

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

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

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

In May 2005,  NewMarket executed a stock purchase agreement to acquire fifty-one
percent ownership of Vera Technology Inc ("Vera"). In a simultaneous  agreement,
Vera  acquired  one  hundred  percent of  Classified  Information  Inc.  ("CI").
NewMarket  exchanged $1.3 million in preferred stock for Vera preferred stock of



                                       6
<PAGE>



equal  value that  includes  fifty-one  percent  voting  rights.  CI  provides a
proprietary and patented,  secure data exchange solution that enables simple and
complete  interoperability  across all network  configurations,  on all computer
systems, and with essentially every associated software package. The proprietary
solution  allows  companies to  communicate  securely  via the Internet  through
adaptive and secure transfer protocols  supporting all leading standards of EDI,
XML, and flat file transfers.

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

On  February  22,  2006,  the Company  entered  into a Quota  Purchase  and Sale
Purchase  Agreement with Flavio Firmino Da Silva,  Marcio  Archimedes  Pissardo,
Celso Souza Isberner, Alexanre Dias Couto and Mind Information Services Ltda., a
Brazilian corporation  (collectively,  the "Sellers"),  to acquire Sellers' 100%
interest in UniOne  Consulting  Ltda.,  a Brazilian  limited  liability  company
("UniOne").  The purchase price to be paid by the Company is  $6,460,320,  which
may be increased to $8,539,680 based on various criteria.  The purchase price is
payable in tranches as follows:

     o    $1,000,000 is payable on the closing of the acquisition;
     o    $1,084,000 is payable on August 22, 2006;
     o    $1,084,000 is payable on February 22, 2007;
     o    on August 22,  2007,  $823,840 is payable and a maximum of $520,320 is
          payable  in the  event  that  UniOne's  after tax net  profit  exceeds
          $912,000 for the fiscal year 2006;
     o    on February 22, 2008, $823,840 is payable and a maximum of $520,320 is
          payable  in the  event  that  UniOne's  after tax net  profit  exceeds
          $912,000 for the fiscal year 2006;
     o    on August 22,  2008,  $823,840 is payable and a maximum of $520,320 is
          payable  in the  event  that  UniOne's  after tax net  profit  exceeds
          $912,000 for the fiscal year 2007; and
     o    on December 22, 2008, $820,800 is payable and a maximum of $518,400 is
          payable  in the  event  that  UniOne's  after tax net  profit  exceeds
          $912,000 for the fiscal year 2007.

UniOne is a systems integrator,  developer and business practice  implementation
company,  providing  support for the  integration  and maintenance of enterprise
software  applications.  UniOne is  located  in Sao  Paulo  and Rio de  Janeiro,
Brazil, as well as a regional office in Santiago de Chile, Chile. The closing of
the UniOne purchase is currently scheduled for March 2006 and remains subject to
the satisfaction of customary terms and conditions.

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

                           Current Corporate Strategy:

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



                                       7
<PAGE>



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

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

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

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

The  NewMarket   corporate  structure  that  enables  the  incremental  sale  of
subsidiary  stock in order to boost product and service  revenues and profits is
also the aspect of the  NewMarket  business  model that  attracts  investment in
technology  product and  service  innovation.  In  addition to selling  stock in
subsidiary  companies  to combine  equity  income with  traditional  product and
service  revenue and profits,  the subsidiary  structure  provides an attractive



                                       8
<PAGE>



long  term  and   incremental   return  on  investment   opportunity   for  both
institutional  and retail  common  shareholders.  When a  subsidiary  company is
positioned for incremental  liquidation through an independent public listing or
the sale of subsidiary  stock to a  third-party  company,  NewMarket  will issue
subsidiary  stock to common  shareholders  through a  dividend  declaration.  By
issuing  stock  in  subsidiary   companies  to  NewMarket  common  shareholders,
NewMarket  believes it will  enhance  long-term  return  opportunity  for common
shareholders by adding dividend returns to NewMarket stock appreciation, if any.
The ability of  NewMarket  common  shareholders  to liquidate  subsidiary  stock
issued in a NewMarket dividend creates incremental return opportunities that can
be immediately realized without liquidating NewMarket stock.

We believe the NewMarket  Technology business  opportunity is perpetuated by the
ongoing demand for technology  innovation.  New  technologies  likewise  require
ongoing  investment.  However,  since  the 2001  collapse  of the high  tech IPO
market,  new  technologies  have struggled to find investment and investors have
not found an attractive start-up investment model.

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

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

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

While  having  made  substantial  progress  in 2005,  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.




                                       9
<PAGE>



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

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

Our Principal Products/Services:

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

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

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  and
international  corporations,  such as Siemens,  Assurant,  Sabre,  Centex, Avon,
Bayer,  ExxonMobil,  Asia  Pacific  and Visa  International;  service  providers
(domestic and foreign), including Internet Service Providers (ISPs), Application
Service Providers  (ASPs),  Local Exchange Carriers (LECs) and Competitive Local
Exchange Carriers (CLECs); and governments (domestic and foreign).



                                       10
<PAGE>



                             Our Billing Practices:

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

                               Geographic Markets:

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

                                   Marketing:

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

                        Competitive Business Conditions:

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

                            Suppliers/Raw Materials:

Our principal suppliers are provided below:

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

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



                                       11
<PAGE>



                         Dependence on Major Customers:

During 2005, a related group of customers  associated  with the integration of a
comprehensive computer system accounted for approximately 15% of our revenues. A
significant  portion of our 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 patent for our EDI  software,  US Patent  5,812,669,  filed in June,
1995.  This  patent  is  for  technology  in  the  Templar  product  offered  by
Classified,  Inc.  This  patent  is for a  secure  and  robust  Electronic  Data
Interchange  (EDI) protocol to enable the  communication  of business  documents
electronically  and  thus  avoid  the  cost  inherent  in  transactions  between
companies  with paper  documents.  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.

                               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.



                                       12
<PAGE>



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

Canadian

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

State

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

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

We  currently  are not  subject  to any state  regulation  with  respect  to our
Internet-related services.  However, there can be no assurances that we will not
be subject to such regulations in the future. Additionally,  we are not aware of
any pending legislation or regulations that would have a material adverse effect
on our operations. As we expand our efforts we must remain attentive to relevant
federal and state regulations.  FCC rules prohibit switching a customer from one
long-distance  carrier to another without the customer's consent and specify how



                                       13
<PAGE>



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.

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



                                       14
<PAGE>



purposes.  Local and  long-distance  companies both contend that  Internet-based
telephony  should be  subject to these  charges.  Since we plan to  continue  to
install our gateways and to offer IP Telephony, we could be directly affected by
these  developments.  We cannot predict whether these debates will cause the FCC
to reconsider its current policy of not regulating Internet service providers.

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

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

Environmental

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

                            Research and Development:

In 2005, $110,844 was spent on Research and Development compared with $63,251 in
2004.

                                   Employees:

We currently  have over 400  employees.  We currently have two officers and five
board members. Philip Verges is the Chief Executive Officer and Chairman. Philip
J. Rauch serves as our Chief Financial  Officer.  The current Board of Directors
consists of Philip Verges,  Michael Tinsley, Bruce Noller, Kenneth Blow and Hugh
G. Robinson.  None of the current  employees is represented by a labor union for
purposes of collective  bargaining.  We consider our relations with our existing
employees to be good.

                             Available Information:

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




                                       15
<PAGE>



Item 2. Description of Properties

As of December 31, 2005,  our  headquarters  operated out of  approximately  671
square feet of leased  facilities  located at 14860 Montfort  Drive,  Suite 210,
Dallas,  Texas 75254. Our telephone number is (972) 386-3372.  Our lease expires
on December 31, 2008. Our monthly rental  payments are $1,080.  We have a number
of additional  leases for office space associated with our subsidiary  operating
companies.

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.


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 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.

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.



                                       16
<PAGE>



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 was
deposited  into an  escrow  account.  In August  of 2005 we  reached a  mutually
agreeable settlement of this matter with Segic Company Ltd.

On November 2, 2004, Crossover Capital LLC.  ("Crossover") brought an action for
breach of  contract  and  common  count  against  Xiptel and  NewMarket,  styled
Crossover  Capital,  LLC v. IP Global Voice et al.,  GCG-04-435991,  in Superior
Court  for the  State of  California,  City and  County  of San  Francisco  (the
"Action"). On January 19, 2005, Xiptel and NewMarket filed a Cross-Complaint for
fraud and breach of contract against  Crossover (the  "Cross-Action").  Both the
Action  and  Cross-Action  relate,  in  whole  or in  part,  to  an  Independent
Contractor Agreement effective March 9, 2004, entered into by Crossover,  Xiptel
and  NewMarket.  In order to avoid the expense,  burden and delay of litigation,
and without admitting or acknowledging any wrongdoing or liability,  the parties
to this  Stipulation  for  Settlement  of Dispute and for Entry of Judgment (the
"Stipulated  Settlement")  now wish to settle the Action and  Cross-Action,  and
freely and voluntarily  enter into this Stipulated  Settlement for that purpose.
In May of 2005 we reached a mutually  agreeable  settlement  of this matter with
Crossover.

In  2005,  Tolga  Erkmen  filed a  lawsuit  styled  Tolga  Erkmen  v.  NewMarket
Technology,  No.  5-05-CV-821F(2),  in the United States  District Court for the
Eastern  District of North  Carolina,  Western  Division.  The  Company  filed a
counter lawsuit against Tolga Erkmen styled NewMarket Technology, Inc., formerly
known as IPVoice Communications, Inc. v. Tolga Erkmen, et al Cause No. 06-00451,
in the 44th  Judicial  District  Court of Dallas  County,  Texas.  Additionally,
Innova filed a lawsuit against the Company,  styled,  Innova,  Inc. v. NewMarket
Technology,  Inc.  formerly  known as  IPVoice  Communications,  Inc.  Cause No.
5-06-cv-00106-BR,  in the United States District Court for the Eastern  District
of North Carolina,  Western  Division.  All three matters arise out of a June 9,
2004 Purchase  Agreement  between  NewMarket,  on the one hand, and Tolga Erkmen
("Erkmen") and Innova,  Inc.  ("Innova"),  on the other hand, to purchase all of
the stock of Netsco.  In addition,  Erkmen and Innova were  obligated to provide
certain employment and consulting services,  together with business plans and to
otherwise help achieve the objectives of Netsco's operations.  Erkmen and Innova
have since filed suit  claiming  the right,  under the  Purchase  Agreement,  to
certain  Series  F  Convertible  Preferred  Stock of  NewMarket  with a value of
$3,000,000,  although there are certain  performance  offsets  against that sum.
NewMarket has filed a separate lawsuit and asserted,  among other things,  fraud
in the inducement in the Purchase  Agreement and failure by Erkmen and Innova to
comply with their obligations to preserve, develop, and implement Netsco's



                                       17
<PAGE>



business  plans and  intellectual  property.  No discovery has been taken in the
case as yet, and it is impossible  to assess any range of potential  exposure or
recovery.  NewMarket intends to vigorously defend all claims asserted against it
and to vigorously  prosecute its  affirmative  claims for relief against Erkmen,
Innova, and any other persons who may share liability,  one of whom includes Bud
Maciekowicz, the President of Netsco and the individual who introduced NewMarket
to Erkmen.

On April 11,  2005,  the  Company  filed a lawsuit  styled;  NewMarket,  Inc. v.
Charles Morris & Associates,  Inc., Daniel Scofield, and Opportunity Consulting,
Inc,  Cause No:  05-03475-M,  in the  298th  Judicial  District  Court of Dallas
County,   Texas.  The  Company  filed  this  action  against  Charles  Morris  &
Associates, Inc. and its proprietor, Daniel Scofield ("Scofield") arising out of
Scofield's  failure  to  perform  his  duties  as  Chief  Operating  Officer  of
NewMarket.  There are no  counterclaims.  Only one  deposition has been taken to
date, and the parties are ordered to mediation.  We do not anticipate any viable
counterclaims in this case. NewMarket intends to vigorously prosecute its claims
in this  case,  although  it  will,  in good  faith,  attend  the  Court-ordered
mediation in the next couple of months.

In 2005, Farnsworth, Collins, Buckmaster, Glantz and Topol ("Farnsworth et. al")
filed a lawsuit styled  Farnsworth,  et al. v. NewMarket  Technology,  Inc., No.
CC-05-05986-B in the County Court at Law No. 2 in Dallas County, Texas. The suit
concerns  promissory notes from 1999, 2000, and 2001 made by IPVoice.com,  Inc.,
n/k/a NewMarket  Technology,  Inc.,  payable to Farnsworth et. al seeking actual
damages,  attorney's  fees and  post-judgment  interest.  On September 16, 2005,
NewMarket and Farnsworth et al. entered into an Agreed Final Judgment,  reaching
a mutually agreeable settlement of this matter.

In 2006,  RBC Centura Bank filed a lawsuit  styled RBC Centura Bank v. NewMarket
Technology, Inc. v. Tolga Erkmen, Cause No. CC-06-01435-B,  in the Dallas County
Court as Law Number Two in Dallas,  Texas.  RBC Centura Bank ("RBC")  filed this
Original Petition on February 7, 2006. RBC has sued NewMarket on a guaranty with
a claimed  amount of  $75,271.44,  plus  attorneys'  fees. The original debt was
entered into by Tolga Erkmen ("Erkmen"), the individual who sold stock of Netsco
to NewMarket.  NewMarket has answered and sued Erkmen in a third-party petition.
NewMarket  intends to  vigorously  defend the case and, to the extent it has any
liability  on its  guaranty,  seek  recovery  from Erkmen for any sums it may be
obligated to pay under the guaranty. No discovery has taken place as yet, and it
is  impossible  to evaluate  the  likelihood  of an  unfavorable  outcome or the
estimate or range of potential exposure.

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 2005.





                                       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 December 31, 2005, the last reported sale price of
the common stock on the OTCBB was $0.305 per share.

      Quarter           High         Low        Average
-------------           -----        -----      -------
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

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

                                    Holders:

As of March 31, 2006, we had 128,078,058  shares of our common stock outstanding
held of record by approximately  195  shareholders of record.  We currently have
only one class of common stock outstanding.

                                   Dividends:

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

                    Recent Sales of Unregistered Securities:

Set forth below is information regarding the issuance and sale of our securities
without registration during the twelve month period ended December 31, 2005:

     o    In January 2005,  the Company issued 100,000 shares of common stock as
          a penalty for not paying a note payable on its due date.  These shares
          were valued at $62,500, or $0.625 per share.
     o    During 2005, the Company issued  18,572,309  shares of common stock to
          convert $4,329,780 of convertible debt and accrued interest, or $0.233
          per share.



                                       19
<PAGE>



     o    During 2005, the Company issued  3,700,000  shares of common stock for
          services to seven parties.  Five agreements are prospective for 1 year
          and the other was under an agreement 18 months  earlier with a term of
          1 year. These shares were valued at $1,373,775, or $0.37 per share.
     o    In 2005, the Company issued 400,000 shares of common stock to fund the
          settlement  of a  lawsuit  and  151,996  shares  to  settle  two other
          disputes. These shares were valued at $499,438, or $0.905 per share.
     o    In 2005,  the  Company  issued  4,047,057  shares of  common  stock to
          convert  997 shares of Series C and 900  shares of Series E  preferred
          stock, respectively.
     o    In the second  quarter of 2005,  the Company  issued  4,900  shares of
          Series G preferred stock to convert $4,900,000 of long-term debt.
     o    In the second  quarter,  the Company  issued  1,300 shares of Series H
          preferred stock to acquire 51% of Vera Technology Corp.
     o    In the third  quarter,  the Company  issued  1,400  shares of Series I
          preferred  stock to acquire  substantially  all of the assets of Corsa
          Network Technology .

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


Item 6. 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




                                       20
<PAGE>



of the date of the filing of this Form 10-KSB with the  Securities  and Exchange
Commission and should not be relied upon as of any subsequent date. We expressly
disclaim any obligation to update any information or forward-looking  statements
contained in this Form 10-KSB, except as may otherwise be required by applicable
law.

Overview

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

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

Overall sales in fiscal year 2005 were $50,137,694  which resulted in net income
of  $2,908,949  The  comprehensive  net  income  for 2005 is  $2,699,066,  which
represents  an adjustment to  compensate  for the risk  associated  with foreign
profits and the potential conversion of foreign currency.

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

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

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

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

Results of Operations

Net sales  increased 101% from  $24,977,134 for the year ended December 31, 2004
to $50,137,694 for the year ended December 31, 2005. This increase was primarily
due 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.



                                       21
<PAGE>



Cost of sales  increased 135% from  $13,453,358  for the year ended December 31,
2004 to  $31,587,560  for the year ended  December 31, 2005.  This  increase was
primarily due to the corresponding increase in overall sales. Our cost of sales,
as a percentage  of sales was 63% and 54% for the years ended  December 31, 2005
and 2004,  respectively.  Management  plans to continue to pursue  strategies to
reduce the overall cost of sales as a percentage of sales as the company  grows.
Management intends to leverage increased purchasing volume to improve purchasing
contracts  and reduce the  overall  cost of sales.  Management  also  intends to
implement resource  utilization  strategies that can demonstrate notable savings
when applied over higher volumes of production.

Compensation  expense  increased 69% from $5,995,152 for the year ended December
31, 2004 to  $10,105,543  for the year ended  December 31, 2005.  Management  is
working to keep compensation expense in reasonable proportion to overall Company
sales and expenses.  Management  has  significantly  decreased  its  stock-based
compensation to outside consultants,  officers and related party consultants and
plans  to  continue  to  limit  such  compensation.   No  performance  incentive
compensation  program  has been put in place  since  the  implementation  of the
Company's new business model in June 2002, but management has plans to construct
and implement such a plan in the future.

General and  administrative  expenses  increased 21% to $4,026,123  for the year
ended  December 31, 2005 from  $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
general and administrative expenses as a percentage of overall sales through the
consolidation of redundant processes and resources inherited through acquisition
activity.

Depreciation  and amortization  expense  increased 6% from $588,087 for the year
ended  December 31, 2004 to $621,775 for the year ended  December 31, 2005.  The
increase is primarily due to an increase in fixed assets.  Depreciation on fixed
assets is calculated on the straight-line method over the estimated useful lives
of the assets.

Net income  increased  1,788% from $154,044 for the year ended December 31, 2004
to $2,908,949 for the year ended December 31, 2005. 2005 Net income  represented
5.8% and 0.6% of net sales  for the  years  ended  December  31,  2005 and 2004,
respectively.  Comprehensive net income, which is adjusted to compensate for the
risk  associated  with foreign  profits and the potential  conversion of foreign
currency,  increased  549% from $415,544 for the year ended December 31, 2004 to
$2,699,076  for the year  ended  December  31,  2005.  Comprehensive  net income
represented 5.4% and 1.7% of net sales for the years ended December 31, 2005 and
2004, respectively. The increase in net income and increase in the percentage of
net sales was  primarily  due 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.



                                       22
<PAGE>



Liquidity and Capital Resources

The  Company's  cash  balance at  December  31,  2005  increased  $550,614  from
$2,555,907 as of December 31, 2004, to  $3,106,521.  The increase was the result
of a  combination  of loan  proceeds  totaling  $2,672,327  and cash  flows from
operations  totaling  $1,632,854,  offset  by cash used for  repayment  of loans
totaling $778,163,  investing activities totaling $2,699,562,  and the effect of
exchange  rates on cash totaling  $276,838.  Operating  activities  for the year
ended December 31, 2005 exclusive of changes in operating assets and liabilities
provided  $4,006,679,  offset by an increase in  receivables  and other  current
assets of $10,181,716, and an increase in accounts payable and accrued and other
current liabilities of $7,807,891.

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

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

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

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

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

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



                                       23
<PAGE>



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

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

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

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

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

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

Rapid technological change could render our products and services obsolete.

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



                                       24
<PAGE>



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.

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.



                                       25
<PAGE>



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.

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



                                       26
<PAGE>



unrelated or  disproportionate to operating  performance.  These broad market or
technology  sector  fluctuations  may  adversely  affect the market price of our
common  stock.  General  economic,  political  and  market  conditions  such  as
recessions and interest rate fluctuations may also have an adverse effect on the
market price of our common  stock.  In addition,  the market price of our common
stock has also been and is likely to continue to be affected by  expectations of
analysts and investors.

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

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

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

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




                [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-3

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

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

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, 2005, and the related consolidated  statements of operations and
comprehensive  income (loss),  stockholders' equity (deficit) and cash flows for
the two years in the period ended December 31, 2005. These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of NewMarket Technology,  Inc. as
of December 31, 2005,  and the results of its  operations and its cash flows for
the years in the  period  ended  December  31,  2005,  in  conformity  with U.S.
generally accepted accounting principles.



                                       /s/Pollard-Kelley Auditing Services, Inc.
                                          Pollard-Kelley Auditing Services, Inc.
Fairlawn, Ohio
March 31, 2006











                                       F-2

<PAGE>

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

                                            ASSETS                                       2005                    2004
                                                                                ---------------------- ------------------------
<S>                                                                             <C>                    <C>
CURRENT ASSETS
   Cash                                                                         $            3,106,521 $              2,555,907
   Accounts receivable, net of allowance of $55,936 and $26,389                             15,060,648                4,241,243
   Inventory, at cost                                                                        1,237,063                  260,258
   Prepaid expenses, deposits and other current assets                                       1,239,323                  133,886
                                                                                ---------------------- ------------------------
          Total current assets                                                              20,643,555                7,191,294
                                                                                ---------------------- ------------------------
PROPERTY AND EQUIPMENT
   Computer and office equipment                                                             2,499,759                2,435,939
   Less: Accumulated depreciation                                                           (1,914,000)              (2,221,573)
                                                                                ---------------------- ------------------------
          Total property and equipment                                                         585,759                  214,366
                                                                                ---------------------- ------------------------
OTHER ASSETS
   Notes receivable including accrued interest                                               3,324,541                        0
   Investment in unconsolidated affiliates/subsidiaries                                      1,012,512                1,012,512
   Deposit on investment in unconsolidated affiliates                                        1,250,000                1,250,000
   Goodwill                                                                                 21,091,034               10,975,401
   Software code, net of accumulated amortization                                            3,219,254                3,780,387
   Intangible property                                                                         385,533                  304,532
                                                                                ---------------------- ------------------------
          Total other assets                                                                30,282,874               17,322,832
                                                                                ---------------------- ------------------------
Total Assets                                                                    $           51,512,188 $             24,728,492
                                                                                ====================== ========================
                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable
      Trade                                                                     $            9,512,436 $              1,918,444
      Related parties                                                                           21,668                  322,481
   Accrued expenses
      Trade                                                                                  2,357,329                1,077,493
      Income and sales tax payable                                                             109,653                    4,831
   Deferred revenue                                                                            252,348                  127,958
   Customer deposits                                                                            93,723                  607,761
   Current portion of long-term debt                                                           236,771                        0
   Short-term debt                                                                           1,918,303                  933,421
                                                                                ---------------------- ------------------------
          Total current liabilities                                                         14,502,231                4,992,389
                                                                                ---------------------- ------------------------
LONG-TERM LIABILITIES
   Deferred income tax liability                                                                 3,552                   36,112
   Notes payable                                                                             4,240,378                2,910,458
                                                                                ---------------------- ------------------------
          Total long-term liabilities                                                        4,243,930                2,946,570
                                                                                ---------------------- ------------------------
Total Liabilities                                                                           18,746,161                7,938,959
                                                                                ---------------------- ------------------------
Minority interest in consolidated subsidiaries                                                       0                   66,761
                                                                                ---------------------- ------------------------
STOCKHOLDERS' EQUITY
   Senior convertible preferred stock, $0.001 par value, authorized
     10,000,000 shares; Series A, 100; Series B 0; Series C 2,303 and
     3,300; Series D 550; Series E 1,100 and 2,000; Series F 3,000 and 0;
     Series G 4,900 and 0; Series H 1,300 and 0 and Series I 1,400
     and 0 issued  and outstanding shares                                                           15                        9
   Common stock, $0.001 par value, authorized 300,000,000 shares;
     108,737,365 and 81,766,003 issued and outstanding shares                                  108,737                   81,766
   Deferred compensation                                                                      (629,145)                (107,278)
   Additional paid-in capital                                                               40,482,944               26,643,875
   Accumulated comprehensive income (loss)                                                      51,627                  261,500
   Accumulated deficit                                                                      (7,248,151)             (10,157,100)
                                                                                ---------------------- ------------------------
          Total stockholders' equity                                                        32,766,027               16,722,772
                                                                                ---------------------- ------------------------
Total Liabilities and  Stockholders' Equity                                     $           51,512,188 $             24,728,492
                                                                                ====================== ========================
</TABLE>

     The accompanying notes are an integral part of the financial statements.

                                      F-3
<PAGE>

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

                                                                                       2005                2004
                                                                                -------------------  ----------------
<S>                                                                             <C>                  <C>
REVENUES
   Services revenue                                                             $        39,148,965  $     14,575,415
   Contract revenues                                                                      3,063,681         3,237,743
   Product revenues                                                                       7,925,048         7,163,976
                                                                                -------------------  ----------------
             Total revenues                                                              50,137,694        24,977,134
COST OF SALES
    Services COS                                                                         23,882,781         6,149,952
    Contract COS                                                                          1,657,292         2,114,694
    Product COS                                                                           6,047,487         5,188,712
                                                                                -------------------  ----------------
            Total Cost of sales                                                          31,587,560        13,453,358
                                                                                -------------------  ----------------
          Gross Margin                                                                   18,550,134        11,523,776
OPERATING EXPENSES:
   Employee compensation                                                                 10,105,543         5,995,152
   General and administrative expenses                                                    4,026,123         3,335,294
   Selling and marketing                                                                    616,383           925,680
   Research & Development                                                                   110,844            63,251
   Depreciation and amortization                                                            621,775           588,087
   Bad debt expense                                                                                           157,363
   Warranty reserve                                                                               0            28,109
   Inventory reserve                                                                                          253,587
                                                                                -------------------  ----------------
          Total expenses                                                                 15,480,668        11,346,523
                                                                                -------------------  ----------------
Income (Loss) from operations                                                             3,069,466           177,253
                                                                                -------------------  ----------------
OTHER INCOME (EXPENSE):
   Interest income                                                                          449,538           169,335
   Interest expense                                                                        (449,227)         (155,487)
   Foreign currency transaction gain (loss)                                                   3,662            (9,081)
   Inflation effects                                                                        (12,873)           46,331
   Bad debt expense recoupment                                                              574,712                 0
   Gain on debt forgiveness                                                                 203,872                 0
   Lawsuit settlement expense                                                              (818,372)                0
   Other expense                                                                           (174,506)                0
   Other income                                                                             119,259            14,188
                                                                                -------------------  ----------------
          Total other income (expense)                                                     (103,935)           65,286
                                                                                -------------------  ----------------
Net income before income tax (credit) and minority interest                               2,965,531           242,539
   Foreign income tax (credit)                                                               56,582           (21,734)
   Minority interest in consolidated subsidiary income (loss)                                     0           (66,761)
                                                                                -------------------  ----------------
Net income                                                                                2,908,949           154,044
Other comprehensive income (loss)
   Foreign currency translation gain (loss)                                                (209,873)          261,500
                                                                                -------------------  ----------------
Comprehensive income                                                            $         2,699,076  $        415,544
                                                                                ===================  ================
Income per weighted average common share - basic                                $              0.03  $           0.01
                                                                                ===================  ================
Income per weighted average common share - fully diluted                        $              0.02  $           0.01
                                                                                ===================  ================
Number of weighted average common shares outstanding - basic                             95,814,972        64,218,004
                                                                                ===================  ================
Number of weighted average common shares outstanding -  fully diluted                   182,759,172       108,323,004
                                                                                ===================  ================
</TABLE>

     The accompanying notes are an integral part of the financial statements.

                                       F-4
<PAGE>


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



                                              Number of Shares       Par Value of Stock
                                           -----------------------   ------------------
                                             Pfd        Common        Pfd     Common
                                           -------- --------------   ----- ------------
<S>                                        <C>      <C>              <C>   <C>
BEGINNING  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
                                           -------- --------------   ----- ------------
BALANCE, December 30, 2004                    8,950     81,766,003       9       81,766
Conversion of Series C pref. stock             (997)     1,673,300      (1)       1,673
Conversion of Series E pref. stock             (900)     2,373,757      (1)       2,374
Conversion of debt to Series G pref stock     4,900              0       5            0
Issuance of Series H pref stock               1,300              0       1            0
Issuance of Series I pref stock               1,400              0       2            0
Issuance of common stock for loan penalty         0        100,000       0          100
Conversion of debt to common stock                0     18,572,309       0       18,572
Issuance of common stock for services             0      3,700,000       0        3,700
Issuance of common stock - settle lawsuit         0        551,996       0          552
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 31,
2005                                         14,653    108,737,365   $  15 $    108,737
                                           ======== ==============   ===== ============
</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
                                  (Continued)

                                       Accum                                Total
     Additional                         Comp                            Stockholders'
       Paid-In            Deferred     Income        Accumulated           Equity
       Capital             Comp        (Loss)          Deficit          (Deficiency)
   ---------------   -------------  ------------   ----------------   -----------------
<S>                  <C>            <C>            <C>                <C>

        15,202,578               0             0        (10,327,859)          5,137,826
            (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       261,500                  0             261,500
                 0               0             0            170,759             170,759
   ---------------   -------------  ------------   ----------------   -----------------
        26,643,875        (107,278)      261,500        (10,157,100)         16,722,772
            (1,672)              0             0                  0                   0
            (2,373)              0             0                  0                   0
         4,899,995               0             0                  0           4,900,000
         1,299,999               0             0                  0           1,300,000
         1,399,998               0             0                  0           1,400,000
            62,400               0             0                  0              62,500
         4,311,208               0             0                  0           4,329,780
         1,370,075      (1,050,075)            0                  0             323,700
           499,438               0             0                  0   499,990
                 0         528,208             0                  0             528,208
                 0               0      (209,872)                 0            (209,872)
                 0               0             0          2,908,949           2,908,949
   ---------------   -------------  ------------   ----------------   -----------------

   $    40,482,943   $    (629,145) $     51,628   $     (7,248,151)  $      32,766,027
   ===============   =============  ============   ================   =================
</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,

CASH FLOWS FROM OPERATING ACTIVITIES:                                                   2005                2004
                                                                                -------------------- -------------------
<S>                                                                             <C>                  <C>
Net income                                                                      $          2,908,949 $           154,044
Adjustments to reconcile net income to net cash used by operating activities:
    Minority interest in consolidated subsidiary income (loss)                                     0              66,761
   Bad debt, warranty and inventory reserves                                                (375,953)            439,059
   Stock issued for services and amortization of deferred compensation                       851,908             692,012
   Depreciation and amortization                                                             621,775             588,087
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                                            (10,070,604)         (2,711,737)
   (Increase) decrease in inventory                                                          208,651             181,004
   (Increase) decrease in prepaid expenses and deposits                                      (51,370)            (40,869)
   Increase (decrease) in accounts payable - trade                                         6,491,064             217,141
   Increase (decrease) in accounts payable - related parties                                 (59,742)            205,591
   Increase (decrease) in customer deposits                                                  146,821             548,575
   Increase (decrease) in deferred revenue                                                   252,348             112,525
   Increase (decrease) in accrued expenses                                                   620,188             192,384
   Increase (decrease) in payables to affiliates                                              57,794            (137,734)
   Increase (decrease) in income taxes payable                                                31,025            (238,645)
                                                                                -------------------- -------------------
Net cash provided by operating activities                                                  1,632,854             268,198
                                                                                -------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Notes receivable advances                                                              (1,215,000)                  0
   Increase in accrued interest receivable                                                  (145,050)                  0
   Investment in unconsolidated affiliates                                                (1,283,512)         (1,283,512)
   Acquisition of intangible asset                                                           (56,000)           (478,185)
   Purchase of property and equipment                                                              0             (90,133)
                                                                                -------------------- -------------------
Net cash used by investing activities                                                     (2,699,562)         (1,851,830)
                                                                                -------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on capital leases                                                                      0             (20,926)
   Advances on notes payable                                                               2,177,156           2,304,613
   Payments on notes payable                                                                (732,348)           (317,630)
   Advances on short term line of credit                                                     495,171                   0
   Payments on short term line of credit                                                     (45,815)           (286,287)
   Cash purchased in acquisitions                                                                  0             795,512
                                                                                -------------------- -------------------
Net cash provided by financing activities                                                  1,894,164           2,475,282
                                                                                -------------------- -------------------

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

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

CASH, beginning of period                                                                  2,555,903           1,632,083

CASH, end of period                                                             $          3,106,521 $         2,555,903
                                                                                ==================== ===================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Interest paid in cash                                                        $            449,227 $           155,487
                                                                                ==================== ===================
Non-Cash Financing Activities:
   Common stock issued to settle debt                                           $          4,329,780 $         4,328,843
                                                                                ==================== ===================
   Common stock issued for acquisition of affiliate                             $                  0 $           979,000
                                                                                ==================== ===================
   Preferred stock issued for acquisition of consolidated subsidiaries          $          2,700,000 $         5,365,000
                                                                                ==================== ===================
   Issuance of promissory note and preferred stock to acquire subsidiaries      $                  0 $         5,365,000
                                                                                ==================== ===================
   Preferred stock issued to settle debt                                        $          4,900,000 $                 0
                                                                                ==================== ===================
</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 Policies

      The Company

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

                                      F-8
<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

     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  $3,300,000of  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
     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,

                                      F-9
<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

     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 industry. 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 $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.

     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

                                      F-10
<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

     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.

     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.  The Class C
     preferred shares are convertible into ten million shares of common stock of
     DFTS.

     In April  2005,  the  Company  acquired  51% of Vera  Technology  Corp.  in
     exchange for 1,300 shares of Series H Convertible  Preferred Stock,  valued
     at $1.3 million.

     In June 2005, the Company acquired substantially all of the assets of Corsa
     Network  Technologies,  Inc.,  in  exchange  for  $100,000  in cash and the
     issuance of 1,400 shares of Series I 8% Convertible Preferred Stock, valued
     at $1.4 million.

     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 Accounting
     Research  Bulletin  "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, 2005, 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  theservices  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 $18,334,707 was recorded in conjunction  with the acquisitions
     in 2003, 2004 and 2005. The Company also evaluates,  at least annually, for
     potential  impairment,  this  recorded  amount,  by  means  of a cash  flow
     analysis in accordance with Statement of Financial  Accounting Standard No.
     ("SFAS") 142.

                                      F-11
<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements



     In 2004, as a result of the acquisition of Infotel, the Company recorded as
     an asset in its  consolidated  balance sheet,  Software Code. (See Note 1b)
     This asset is a permanent  license for the "Uone" unified messaging service
     system.  In  addition,  Infotel  received  the  underlying  coding for this
     software.  Uone was  acquired by Cisco  Systems from Amtiva  Technology  in
     1999. In 2001,  Cisco sold the operating  division which was utilizing this
     software to CMG Wireless Data Solutions.  In April 2000, Appiant,  the then
     sole  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  realized  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 $384,771  and
     $420,043 in 2005 and 2004, respectively.

     h)   Revenue recognition
     As a result  of the  multiple  acquisitions  in 2003,  2004 and  2005,  the
     Company   now  has  three   distinct   revenue   streams:   (1)   Services,
     (approximately 78% of revenue),  and computer  programming  services.  This
     revenue is recognized as services are provided and billed to the customers.
     (2) Contract, (approximately 6%of 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  16%of 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 separately
     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, 2004 and 2005, the Company
     now has offices, employees and customers in a variety of foreign countries.
     Its three foreign  based  subsidiaries  are located in Singapore,  Caracas,
     Venezuela and Ningbo,  Peoples Republic of China.  DCI, now a subsidiary of
     DFTS, also based in Dallas,  serves customers located in Western Europe, as
     well as within the United States. RKM, based in Caracas, Venezuela, serving
     Latin America,  represents approximately 17% of the Company's total revenue
     and 4% of total  assets.  Infotel,  based in  Singapore,  and serving Asia,
     represents approximately 6% of the Company's total revenue and 13% of total
     assets.   Clipper  Technology,   based  in  Ningbo,  China,  serving  Asia,
     represents  approximately 15% of theCompany's total revenue and 7% of total
     assets.

                                      F-12
<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements



     j)   Investment in unconsolidated affiliates/subsidiaries
     The Company  accounts for its investments in affiliates and subsidiaries in
     accordance  with SFAS 94, and ARB 51. At  December  31,  2003,  the Company
     reflected a $4,000,000 investment in an unconsolidated subsidiary,  Infotel
     Technologies,  Pte,  LTD.  (See  Note  1b).  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.

     At  December  31,  2004,  the  Company  had the  same  situation  with  its
     acquisition  of 51% of  Logicorp  Systems,  Ltd. (See Note 1b).  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,  2005,  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
     positions  had 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,  2005,  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.

     k)   Recent Accounting Pronouncements
     In December 2004, the Financial  Accounting Standards Board issued SFAS No.
     123 (Revised), "Share-based Payment" ("SFAS 123(R)"). SFAS 123 (R) replaces
     SFAS  123 and  supersedes  APB  25.  SFAS  123(R)  is  effective  as of the
     beginning of the first interim or annual reporting period that begins after
     December 15, 2005.  SFAS 123(R)  requires that the costs resulting from all
     share-based   payments   transactions   be   recognized  in  the  financial
     statements.  SFAS 123(R)  applies to all awards  granted after the required
     effective  date and shall not apply to awards granted in periods before the
     required effective date, except if prior awards are modified,  repurchased,
     or cancelled after the effective date. SFAS 123(R) also amends SFAS No. 95,
     "Statement of Cash Flows",  to require that excess tax benefits be reported
     as a financing  cash inflow  rather than as a reduction of taxes paid.  The
     Company  does not expect the  adoption  of SFAS 123(R) to have an impact of
     its financial position or operating results.

     In December 2004, the FASB issued SFAS No. 153,  Exchanges of  Non-monetary
     Assets.  SFAS 153 is an  amendment of APB Opinion 29 and is the result of a
     broader  effort by the FASB to improve the  comparability  of  cross-border
     financial reporting by working with the International  Accounting Standards
     Board  (IASB).  SFAS  153 is  based  on the  principle  that  exchanges  of
     non-monetary  assets  should  be  measured  based on the fair  value of the
     assets  exchanged.  APB Opinion 29 makes exceptions for these  non-monetary
     exchanges.  The Company does not expect the adoption of SFAS 153 to have an
     impact of its financial position or operating results.


                                      F-13
<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

     In May 2005,  the FASB issued SFAS No.  154,  Accounting  Changes and Error
     Corrections.  SFAS 154 is an amendment of APB Opinion 20 and FASB Statement
     No. 3. This statement  changes the  requirements for the accounting for and
     reporting of a change in accounting  principal.  This Statement  applies to
     all voluntary changes in accounting principal and to changes required by an
     accounting  pronouncement in unusual instances that the pronouncement  does
     not include specific transition provisions. The Company does not expect the
     adoption  of SFAS  154 to have  an  impact  of its  financial  position  or
     operating results.

(2)  Stockholders' Equity
     The Company has  authorized  300,000,000  shares of $0.001 par value common
     stock, and 10,000,000  shares of $0.001 par value preferred  stock.  Rights
     and privileges of the preferred  stock are to be determined by the Board of
     Directors prior to issuance.  The Company had 108,737,365  shares of common
     stock issued and  outstanding  at December  31,  2005.  The Company had 100
     shares of Series A preferred  stock, 0 shares of Series B preferred  stock,
     2,303 shares of Series C preferred  stock, 550 shares of Series D preferred
     stock,  1,100 shares of Series E preferred stock,  3,000 shares of Series F
     preferred stock,  4,900 shares of Series G preferred stock, 1,300 shares of
     Series H  preferred  stock and 1,400  shares  of Series I  preferred  stock
     issued and  outstanding,  respectively,  at December 31, 2005.  Please (See
     Note 1b), Significant  Acquisitions,  for the rights and privileges of each
     series of Preferred Stock, Series C through I.


     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  GlobalVoice.
     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.

     In January 2005,  the Company  issued  100,000  shares of common stock as a
     penalty for not paying a note  payable on its due date.  These  shares were
     valued at $62,500,  or $0.625 per share.  During 2005,  the Company  issued
     18,572,309 shares of common stock to convert $4,329,780 of convertible debt
     and accrued interest,  or $0.233 per share. During 2005, the Company issued
     3,700,000  shares  of common  stock for  services  to seven  parties.  Five
     agreements are  prospective for 1 year and the other was under an agreement
     18  months  earlier  with a term of 1 year.  These  shares  were  valued at
     $1,373,775,  or $0.37 per share. In 2005, the Company issued 400,000 shares
     of common stock to fund the  settlement of a lawsuit and 151,996  shares to
     settle two other disputes.  These shares were valued at $499,438, or $0.905
     per share. In 2005, the Company issued  4,047,057 shares of common stock to
     convert 997 shares of Series C and 900 shares of Series E


                                      F-14
<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

     preferred stock. In the second quarter,  the Company issued 4,900 shares of
     Series G preferred  stock to convert  $4,900,000 of long-term  debt. In the
     second quarter, the Company issued 1,300 shares of Series H preferred stock
     to acquire 51% of Vera Technology  Corp. In the third quarter,  the Company
     issued  1,400 shares of Series I preferred  stock to acquire  substantially
     all of the assets of Corsa  Network  Technologies  through IPGV, a majority
     owned subsidiary of the Company.

     At  December  31,  2005,   the  shares  of  preferred   stock   represented
     approximately  46,097,452 shares of common stock, had they been eligible to
     be and been elected to be converted on December 31, 2005. Had the preferred
     shares that were eligible to be converted,  been  converted at December 31,
     2005, they represented approximately 9,200,000 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 has net operating loss carry- forwards for
     income tax purposes of  approximately  $7,248,000  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, 2005,  is  $4,300,000,
     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 $4,300,000,  as the Company has no long-term
     history of  profitable  operations,  in  substantive  amount  necessary  to
     utilize  this asset.  The  significant  components  of the net deferred tax
     asset as of December 31, 2004 are:


Net operating losses               $           2,900,000
Goodwill amortization                          1,400,000
                                   ---------------------
Valuation allowance                           (4,300,000)
                                   ---------------------
Net deferred tax asset             $                   0
                                   =====================

     The Company utilized  approximately  $1,100,000 and $23,000 of its deferred
     tax asset for the years ended  December  31,  2005 and 2004,  respectively.
     Infotel had a current  income tax payable in Singapore of $64,100 for their
     year  ended  September  30,  2005,  and a  long-term  deferred  income  tax
     liability in Singapore of $3,600.

(4)  Commitment and Contingencies
     a) Litigation  matters.  The Company is a party to legal matters arising in
     the general course of business.  The outcome of any of these matters is not
     expected  to have a material  adverse  effect on the  Company's  results of
     operations or financial position.



                                      F-15
<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

     b) Leases. In December 2003, the Company entered into an agreement to lease
     approximately  700 square feet of officer space in Dallas,  Texas, to serve
     as the Company's headquarters. The lease is for a period of five years with
     an annual rent of $12,  957. The charge is inclusive of  real-estate  taxes
     but does not include common area charges and utilities.

(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 common stock. In 2005, the Company retired
     $4,329,780 of convertible debt by issuing  18,572,309  shares of restricted
     common stock At December 31, 2005, 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.

     In June 2005, the Company exchanged a $4.9 million  convertible note issued
     pursuant to its acquisition of a majority interest in DCI, for the issuance
     of 4,900 shares of Series G 4% Convertible  Preferred  Stock valued at $4.9
     million.

(6)  Earnings per share

     Following is the disclosure required by SFAS 128:

         For the year ended December 31, 2005

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



                                      F-16
<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

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

(8)  Deposit on investment in unconsolidated affiliates
     The Company  entered  into an  agreement  to purchase a general  technology
     service business, Logicorp, in the second half of 2004. The acquisition was
     never  completed  regardless of the fact that the Company paid in excess of
     $1 million in cash out of a $2.1 million total purchase price. The terms of
     the purchase agreement were never completely executed though  substantially
     more than $1 million in cash of a total $2.1 million of an agreed  purchase
     price was paid.  Some  joint  operations  between  Logicorp  and  NewMarket
     ensued,  but since the agreement was never fully  executed,  (NewMarket did
     not pay the full purchase amount and no Logicorp shares were ever issued to
     NewMarket),   the  contemplated  acquisition  was  never  recorded  in  the
     NewMarket  financials  as an  acquistion.  The cash paid by the Company was
     otherwise  recorded  as  an  investment  in  an  unconsolidated  affiliate.
     Ultimately,  Logicorp did not prove to be a viable or sustainable  business
     and the  operations of Logicorp  have been closed or divested.  The Company
     has entered into an agreement with the sellers to exchange the contemplated
     equity  position in Logicorp for a minority  equity position in a financial
     services  software  company  named  Broker  Payment   Services.   NewMarket
     anticipates  the  terms of this  agreement  to be  completed  by the end of
     2005in April, 2006. If the contemplated agreement to alternatively purchase
     an  equity  position  in Broker  Payment  Services  is not fully  executed,
     NewMarket may have to record the cash partial  payment made as a loss. Even
     if the alternative contemplated agreement is fully executed,  NewMarket may
     still need to discount or record an  impairment of the  investment  amount.
     agreement is fully executed, NewMarket may still need to discount or record
     an impairment of the investment amount.

(9)  Subsequent Events (Unaudited)

     In January 2006, the Company entered into a defintive  agreement to acquire
     a 100% interest in UniOne Consulting, Ltda, a systems integration operation
     based in Sao Paulo,  Brazil.  The purchase price of $6,460,320 will be paid
     in cash in various  tranches over the next four years.  The purchase  price
     may be increased to $8,539,680 based on various criteria.


                                      F-17
<PAGE>


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

On February  23,  2005,  the Board of  Directors  of 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,  2004 and 2003 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, 2004 and
2003 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.











                                       55
<PAGE>



                                    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 March 31, 2006.



Name                 Age        Position
----------------     ---        ----------------------------------
Philip M. Verges      40        Chairman, Chief Executive Officer,
                                Director since June 2002
Philip J. Rauch       45        Chief Financial Officer
Michael Tinsley       53        Board Member
Bruce Noller          49        Board Member
Kenneth Blow          49        Board Member
Hugh G. Robinson      73        Board Member

     PHILIP  VERGES,   Chief   Executive   Officer  and  Chairman  of  NewMarket
Technology,  Inc., previously managed VTI since its inception.  Mr. Verges is an
experienced  executive manager,  with a track record in both  telecommunications
and high technology. Mr. Verges is a 1988 graduate of the United States Military
Academy.  His studies at West Point centered on national  security.  Accelerated
for early  promotion,  Mr. Verges served with distinction as a U.S. Army Captain
in a wide variety of important  engagements to include  research and development
of counterterrorism communication technologies and practices.

Mr.  Verges' early career after the Army includes time in the Computer  Sciences
Research and  Development  Department  of General  Motors as well as  experience
teaching  systems  engineering  methodology  and  programming to Electronic Data
Systems ("EDS") employees from 1991 to 1995. Mr. Verges' first business start-up
experience was at EDS in a new division  concentrating on call center technology
in financial institutions. Later in 1995, he added to his start-up experience at
a $30 million technology services business with the responsibility to open a new
geographic region with a Greenfield operation. Mr. Verges founded VTI in 1997.

     PHILIP J. RAUCH, Chief Financial Officer,  brings substantial financial and
corporate  development  talent and  experience to  NewMarket.  Mr. Rauch holds a
Bachelor of Science in  Economics  degree with  honors  from the  University  of
Pennsylvania  Wharton School of Business,  with a  concentration  in finance and
accounting.  Since  February  2004,  Mr. Rauch has been the Chief  Operating and
Financial Officer of Defense  Technology  Systems,  Inc.  Beginning in 1997, Mr.
Rauch served in a senior capacity at AboveNet,  Inc. (formerly  Metromedia Fiber
Network, Inc.) as Vice President,  Business Operations, and later as Controller.
From 1993 to 1997, Mr. Rauch was Vice President and Chief  Financial  Officer of
Columbus   Construction,   a  heavy  construction  company  with  several  plant
facilities. From 1989 to 1993, he was Vice President and Chief Financial Officer
of F.  Garofalo  Electric  Co.,  a Local #3 IBEW  engineering  and  construction
company.  Mr. Rauch has further earned a certificate in Construction  Management
from the  Institute of Design and  Construction  in New York.  He is currently a
member of the American  Management  Association and the  Construction  Financial
Management Association.



                                       56
<PAGE>



     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.

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

     KENNETH BLOW, board member, is the CEO and founder of Information  Services
Group, Inc. (ISG). ISG was founded in 1988 as a Dallas based 100% minority-owned
IT corporation.  ISG has performed services for companies such as: Dow Chemical,
NEC  Corp.,  Johnson  Controls,  Dean  Foods and EDS.  ISG holds the  record for
winning the largest  professional  services  contract ever awarded to a minority
firm in the state of Texas. In 1994, ISG was awarded a $25.2 million contract to
re-engineer the state's Medicaid Contract in Austin, Texas for the Department of
Health. Mr. Blow graduated from Prairie View A&M University in 1979 with a BA in
Finance.  Mr. Blow is on the  Advisory  Board for the  College of  Business  for
Prairie  View A&M.  Mr.  Blow  started his career  with Xerox  Corporation  as a
marketing  representative  and then moved to Digital Equipment  Corporation as a
major account  manager in the energy market.  His last corporate  assignment was
with Microtel  Pacific  Research in Vancouver,  British  Columbia where he was a
national account manager.

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




                                       57
<PAGE>



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.

Audit Committee and Charter

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

Code of Ethics

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


Item 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 2005.

                              Summary Compensation

                                                      Long-Term     All Other
                                                    Compensation  Compensation
                                        Annual      ------------
                                      Compensation     Awards
                                    --------------- ------------
                                                     Securities
           Name and                                  Underlying
      Principal Position       Year  Salary   Bonus  Options
------------------------------ ---- --------- ----- ------------ ------------
Philip M. Verges               2005  $125,000    --      --           --
   Chairman,                   2004    60,000    --      --           --
   Chief Executive Officer,    2003    60,000    --      --           --
   Director (since June 2002)
------------------------------ ---- --------- ----- ------------ ------------
Philip J. Rauch (1)            2005      0       --      --           --
   Chief Financial Officer     2004      0       --      --           --
   (since Feb 2006)            2003      0       --      --           --
------------------------------ ---- --------- ----- ------------ ------------

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


                                       58
<PAGE>



Option Grants in 2005

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

Option Exercises in 2005 and 2005 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 2005.

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 did  not  maintain  a
compensation  or audit  committee  until 2005. In 2005, we formed a compensation
and audit committee consisting of independent  members,  using the definition of
independence  set  forth by the  National  Association  of  Securities  Dealers'
listing standards.


Item 11. Security Ownership of Certain Beneficial Owners and Management

The  following  table sets forth as of December  31, 2005,  certain  information
regarding  beneficial ownership of the Common Stock held by each person known by
the Company to own  beneficially  more than 5% of the Common Stock,  each of the
Company's  directors,  each  of the  executive  officers  named  in the  Summary
Compensation Table, and all of the Company's executive officers and directors as
a group.

Beneficial ownership is a technical term broadly defined by the SEC to mean more
than ownership in the usual sense. In general, beneficial ownership includes any
shares a director,  executive  officer or other 5% holder can vote or  transfer,
shares subject to stock options and warrants that are  exercisable  currently or
become exercisable  within 60 days and shares subject to convertible  securities
that are convertible currently or within 60 days. These shares are considered to
be outstanding for the purpose of calculating the percentage of ownership of the
stockholder holding these options,  warrants or convertible securities,  but are
not considered to be outstanding  for the purpose of calculating  the percentage
ownership of any other  person.  Percentage  ownership  is based on  108,737,365
shares of common stock and the cumulative shares of convertible  preferred stock
(each share of preferred  stock is, at the  holder's  option,  convertible  into
shares of common stock, subject to certain antidilution  protection) outstanding
as of December 31, 2005 and  resulting in a fully  diluted  weighted  average of
182,759,172 shares of common stock.  Except as otherwise noted, the stockholders
named in this table have sole voting and dispositive  power for all shares shown
as beneficially owned by them.




                                       59
<PAGE>



<TABLE>
<CAPTION>
                                          Shares of Common                       Shares of
                                               Stock                            Convertible      Percentage
                                            Beneficially       Percentage     Preferred Stock  of Convertible
                                               Owned        of Common Stock Beneficially Owned Preferred Stock
----------------------------------------- ---------------- ---------------- ------------------ ---------------
Named Executive Officers and Directors
----------------------------------------- ---------------- ---------------- ------------------ ---------------
<S>                                       <C>              <C>               <C>               <C>
Philip M. Verges (1)(5)                       22,000,000         20.3%               --               --
Michael Tinsley (2)                            1,000,000          0.9%               --               --
Bruce Noller (3)                                 250,000          0.2%               --               --
----------------------------------------- ---------------- ---------------- ------------------ ---------------
All current Officers and Directors            23,250,000         21.4%
----------------------------------------- ---------------- ---------------- ------------------ ---------------
VergeTech, Inc. (4)(5)                        22,000,000         20.3%               --               --
----------------------------------------- ---------------- ---------------- ------------------ ---------------
</TABLE>

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


Item 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.)



                                       60
<PAGE>



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

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

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

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

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

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

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

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

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

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

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



                                       61
<PAGE>



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.)

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.)

14.1 *    NewMarket Technology, Inc. Code of Ethics

14.2 *    NewMarket Technology, Inc. Audit Committee Charter



                                       62
<PAGE>



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

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

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


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

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


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,  in  2004  and
Pollard-Kelley Auditing Services Inc. in 2005:

                                        2005          2004
                                     ---------      ---------

Audit fees                           $  95,000      $  50,000
Audit-related fees                      63,250         37,500
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 the Audit Committee of 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.












                                       63
<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:   March 31, 2006

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

Date:   March 31, 2006

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


/s/Philip M. Verges
---------------------      Chief Executive Officer and          March 31, 2006
   Philip M. Verges        Chairman of the Board


/s/Michael Tinsley
---------------------            Director                       March 31, 2006
   Michael Tinsley

/s/Bruce Noller
---------------------            Director                       March 31, 2006
   Bruce Noller

/s/Kenneth Blow
---------------------            Director                       March 31, 2006
   Kenneth Blow

/s/Hugh G. Robinson
---------------------            Director                       March 31, 2006
   Hugh G. Robinson









                                       64