**UNITED
      STATES SECURITIES AND EXCHANGE
      COMMISSION**


Washington,
      DC 20549





**FORM
      10-K/A**


**Amendment
        No.2**





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


**ACT
      OF 1934**





**For
      the fiscal year ended December 31, 2006**




or





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


**EXCHANGE
      ACT OF 1934**





For
      the
      transition period from ______ to ______





*Commission
      File Number: 000-27917*





**NewMarket
      Technology,
      Inc.**


(Exact
      name of Small Business Issuer as Specified in Its Charter)




NEVADA
            65-0729900(State
                or other Jurisdiction ofIncorporation
                or Organization)
            (I.R.S.
                EmployerI dentification
                No.)




14860
      Montfort Drive, Suite 210




Dallas,
      Texas 75254


(Address
      of Principal Executive
      Offices)




(972)
      386-3372


(Issuer's
      Telephone Number, Including Area
      Code)




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




Title
                of each class:
            Name
                of exchange on which registered:Common
                Stock, Par Value $0.001
            Over-the-Counter
                Bulletin Board





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





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





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





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of Registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K.  |X|





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


Large
      Accelerated Filer |_|  Accelerated Filer
      |_|   Non-Accelerated Filer |X|





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





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





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





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





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





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





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





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





None








**NewMarket
      Technology, Inc.**





**ANNUAL
      REPORT ON FORM 10-K**





**FOR
      THE FISCAL YEAR ENDED DECEMBER 31, 2006**








PART
                I
              3Item
                  1.
              Description
                  of Business
              3Item
                  1A.
              Risk
                  Factors
              14Item
                  1B.
              Unresolved
                  Staff Comments
              18Item
                  2.
              Description
                  of Properties
              18Item
                  3.
              Legal
                  Proceedings
              19Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              20PART
                II
              21Item
                  5.
              Market
                  for Common Equity and Related Stockholder Matters.
              21Item
                  6.
              Selected
                  Financial Data
              23Item
                  7.
              Management’s
                  Discussion and Analysis of Financial Condition And Results of
                  Operations
              24Item
                  7A.
              Quantitative
                  and Qualitative Disclosures about Market Risk
              27Item
                  8.
              Financial
                  Statements and Supplementary Data
              27Item
                  9.
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              27Item
                  9A.
              Controls
                  and Procedures.
              28Item
                  9B.
              Other
                  Information.
              28PART
                III .
              29Item
                  10.
              Directors
                  and Executive Officers of the Registrant
              29Item
                  11.
              Executive
                  Compensation.
              31Item
                  12.
              Security
                  Ownership of Certain Beneficial Owners and Management
              33Item
                  13.
              Certain
                  Relationships and Related Transactions.
              34Item
                  14.
              Principal
                  Accountant Fees and Services
              34PART
                IV
              35Item
                  15.
              Exhibits
                  and Financial Statement Schedules
              35Signatures
              38Index
                  to Financial Statements .
              F-1









2


**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 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."





3


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





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





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





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





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





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





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





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





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





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





4


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





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





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





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





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





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





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





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





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





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








5


**Current
      Corporate Strategy:**





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





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





1)
      find
      and acquire timely early stage technology companies;


2)
      incrementally invest to market refine the acquired technology
      offering;


3)
      concentrate initial sales efforts on focused pilot opportunities;


4)
      expand
      pilot opportunities to a level that prove market viability;


5)
      spin
      the technology company out into a next stage, stand alone company to support
      expanded capital formation;


6)
      maintain the support service economy of scale by retaining support service
      contract functions at NewMarket Technology; and


7)
      build
      service and sales capacity in developing economies oversees to take advantage
      of
      reduced labor expense and to sell into fast growing economic regions with less
      brand name competition than in North America.





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





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





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





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





6


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





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





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





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





(a)
      is
      not complementary to the business;


(b)
      is
      difficult to assimilate into the business;


(c)
      subjects the Company to possible liability for technology or product defects;
      or


(d)
      involves substantial additional costs exceeding estimated costs.





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





(a)
      the
      Company may spend significant funds conducting negotiations and due diligence
      regarding a potential acquisition that may not result in a successfully
      completed transaction;


(b)
      the
      Company may be unable to negotiate acceptable terms of an
      acquisition;


(c)
      if
      financing is required to complete the acquisition, the Company may be unable
      to
      obtain such financing on reasonable terms, if at all; and


(d)
      negotiating and completing an acquisition, as well as integrating the
      acquisition into our operations, will divert management time and resources
      away
      from our current operations and increase our costs.





7


**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:





·
            Voice
                over IP (VoIP) services


·
            Broadband
                Wireless Services


·
            Proprietary
                Healthcare Practice Management
                Software


·
            Proprietary
                Defense Industry System Solutions


·
            Voice
                Mail and Messaging Services;


·
            Prepaid
                Long-Distance Calling Card
                Services;


·
            Corporate
                Long-Distance, Fax and Data Networking
                Services;


·
            E-commerce
                Communications Services for businesses selling products and services
                over
                the Internet; o Intelligent Contact Management;
                and


·
            Wireless
                Features, Long-Distance and
                Applications.


·
            Electronic
                Data Interchange (EDI) Software.





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





**Revenue/Products
      Breakdown:**





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





·
            Software
                Licensing


·
            Long-Distance
                Telephone Services, both Domestic and
                International


·
            Technical
                Independent Consulting


·
            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).





8





**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.





9


**Suppliers/Raw
      Materials:**





Our
      principal suppliers are provided below:





·
            Microsoft


·
            SAP


·
            Hyperion
                Solutions


·
            iPass


·
            Broadsoft


·
            Cisco
                Systems


·
            Sun
                Microsystems


·
            SSA
                Global


·
            Oracle


·
            Lockheed
                Martin Overseas Corporation


·
            Telenetics
                Corporation


·
            Andrew
                Telecommunication Systems





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





**Patents,
      Trademarks and Licenses:**





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





·
            IPVoice


·
            MultiCom


·
            AuditRite


·
            TrueConnect


·
            TruePartner


·
            4Com


·
            ICB
                Connect


·
            IP
                Jack-in-the-Box (stylized mark)


·
            COMMUNICATIONS
                OUT OF THE BOX


·
            IPVoice.net


·
            IPVoice.com


·
            FLAT5


·
            FLAT25


·
            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.





10


**Regulatory
      Matters:**





**Federal**





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





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





**Canadian**





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





**State**





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





11


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





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





12


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





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





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





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





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





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





**Environmental**





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





13


**Research
      and Development:**





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





**Employees:**





We
      currently have over 600 employees. We currently have two officers and five
      board
      members. Philip Verges is the Chief Executive Officer and
      Chairman.  Philip J. Rauch serves as our Chief Financial Officer. The
      current Board of Directors consists of Philip Verges, Philip J. Rauch, James
      Mandel, Bruce Noller, and Hugh G. Robinson. None of the current employees is
      represented by a labor union for purposes of collective bargaining. We consider
      our relations with our existing employees to be good.





**Available
      Information:**





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





**Item
      1A. Risk Factors**





**Risks
      Related to Our Company**





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





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





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





14


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





o
      ......market acceptance of our products or services;


o
      ......consumer demand for, and acceptance of, our products, services and
      follow-on products;


o
      ......our ability to create user-friendly applications; and


o
      ......our unproven and evolving business model.





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





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





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





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





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





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





15


Rapid
      technological change could render our products and services
      obsolete.





The
      IP
      Telephony industry is characterized by rapid technological innovation, sudden
      changes in user and customer requirements and preferences, frequent new product
      and service introductions and the emergence of new industry standards and
      practices. Each of these characteristics could render our services, products,
      intellectual property and systems obsolete. The rapid evolution of our market
      requires that we improve continually the performance, features and reliability
      of our products and services, particularly in response to competitive offerings.
      Our success also will depend, in part, on our ability:





o
      to
      develop or license new products, services and technology that address the varied
      needs of our customers and prospective customers, and


o
      to
      respond to technological advances and emerging industry standards and practices
      on a cost-effective and timely basis.





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





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





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





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





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





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.





16


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





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





**Risks
      Related to Our Industry**





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





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





**Risks
      Related to Our Capital Stock**





The
      public market for our common stock may be volatile.





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





o
      general
      market conditions and market conditions affecting technology stocks in
      particular;


o
      actual
      or anticipated fluctuations in our quarterly or annual operating
      results;


o
      announcements relating to contracts, investments, acquisitions,
      divestitures;


o
      discontinued operations, layoffs or corporate actions;


o
      industry conditions or trends; and


o
      limited
      public float, market making activity and research coverage.





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





17


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





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





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





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





**Item
      1B. Unresolved Staff Comments**





Not
      applicable.





**Item
      2. Description of Properties**





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





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





18


**Item
      3. Legal Proceedings**





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







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






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






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






19


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






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






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






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







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





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





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





20


**PART
      II**





**Item
      5. Market for Common Equity and Related Stockholder
      Matters**





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




Quarter
              High
              Low
              Average2005First
                  Quarter
              $0.74
              $0.40
              $0.61Second
                  Quarter
              $0.64
              $0.40
              $0.47Third
                  Quarter
              $0.51
              $0.36
              $0.42Fourth
                  Quarter
              $0.45
              $0.29
              $0.372006First
                  Quarter
              $0.41
              $0.27
              $0.31Second
                  Quarter
              $0.70
              $0.34
              $0.42Third
                  Quarter
              $0.35
              $0.28
              $0.31Fourth
                  Quarter
              $0.38
              $0.26
              $0.30








**Holders:**





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





21


**Dividends:**





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





**Recent
      Sales of Unregistered Securities:**





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





·
            During
                the three month period ended December 31, 2006, the Company issued
                10,500,000 shares of common stock to convert $2,167,500 of convertible
                debt and accrued interest, or $0.21 per
                share.





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





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





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





22





**Item
      6.  Selected Financial Data**





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





**Year
                ended December 31,****2006**
            
            
            **2005**
            
            
            **2004**
            
            
            **2003**
            
            
            **2002**SELECTED
                STATEMENT OF OPERATIONS DATANet
                sales
            
            $
            77,636
            
            
            
            50,138
            
            
            
            24,977
            
            
            
            2,347
            
            
            
            959Net
                income (loss)
            
            $
            5,887
            
            
            
            2,909
            
            
            
            243
            
            
            
            195
            
            
            
            (1,318
            )Net
                income (loss) per weighted avg. common share-basic
            
            $
            0.04
            
            
            
            0.03
            
            
            
            0.01
            
            
            
            0.01
            
            
            
            (0.03
            )SELECTED
                BALANCE SHEET DATAWorking
                capital (deficiency)
            
            $
            10,018
            
            
            
            6,142
            
            
            
            2,199
            
            
            
            1,260
            
            
            
            (1,450
            )Total
                assets
            
            $
            64,576
            
            
            
            51,512
            
            
            
            25,149
            
            
            
            7,580
            
            
            
            2,756Long
                term liabilities
            
            $
            9,916
            
            
            
            4,244
            
            
            
            2,947
            
            
            
            3,800
            
            
            
            1,626Stockholders'
                equity (deficiency)
            
            $
            45,168
            
            
            
            32,766
            
            
            
            17,143
            
            
            
            4,942
            
            
            
            (315
            )








23





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





**Forward-Looking
      Statements:**





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





**Overview**





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





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





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





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





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





24


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





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





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





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





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





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





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





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





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





25


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





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





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





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





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





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





Net
      income increased over one thousand eight hundred and eighty eight percent
      (1888%) from $154,044 for the year ended December 31, 2004 to $2,908,949 for
      the
      year ended December 31, 2005. 2005 net income represented 5.8% of net sales
      compared to the 2004 net income which represented 0.6% of net sales. The
      comprehensive net income, which is adjusted to compensate for the risk
      associated with foreign profits and the potential conversion of foreign
      currency, increased over six hundred and forty nine percent (649%) from $415,544
      for the year ended December 31, 2004 to $2,699,076 for the year ended December
      31, 2005. 2005 comprehensive net income represented 5.4% of net sales compared
      to the 2004 comprehensive net income which represented 1.7% of net sales The
      net
      increase in profit and increase in the percentage of net sales were due
      primarily to the  implementation of the previously  herein
      described  new business  model  implemented in
      June 2002 and the corresponding herein described  acquisitions
      starting with VTI in June 2002 in addition to the operations and growth from
      the
      acquired  assets and the investment in operations made to effect such
      growth.





26


**Liquidity
      and Capital
      Resources**





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





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





**Item
      7A. Quantitative and Qualitative Disclosures about Market
      Risk**





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





**Item
      8. Financial Statements and Supplementary
      Data**





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





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





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





27


**Item
      9A. Controls and
      Procedures**





Based
        on
        an evaluation of our disclosure controls and procedures (as defined in Rules
        13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended)
        required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of December 31,
        2006, our ChiefExecutive Officer and Principal Financial Officer have concluded
        that our disclosure controls and procedures were not effective in ensuring
        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.  Our Chief Executive Officer and Principal Financial
        Officer also concluded that, as of December 31, 2006, our disclosure controls
        and procedures were not effective in ensuring that information required to
        be
        disclosed by us in the reports that we file or submit under the Exchange
        Act is
        accumulated and communicated to our management, including our Chief Executive
        Officer and Principal Financial Officer, to allow timely decisions regarding
        required disclosure.





In
        designing and evaluating our disclosure controls and procedures, management
        recognizes that any controls and procedures, no matter how well designed
        and
        operated, can provide only reasonable assurance of achieving the desired
        control
        objectives, andmanagement necessarily is required to apply its judgment in
        evaluating the relationship between the benefit of desired controls and
        procedures and the cost of implementing new controls and
        procedures.





In
        that
        context and in order to ensure the effectiveness of our disclosure controls
        in
        the future we are taking the following actions:





(i)
        formation of a Disclosure
        Committee, comprising members of our senior management and corporate counsel,
        charged with the task of discussing and reviewing all transactions occurring
        during each quarter prior to filing our periodic reports with the
        SEC;





(ii)
        update and refine our policy
        regarding compilation and review of all consolidation
        procedures;





(iii)
        augmenting our accounting staff
        to include (a) a Director of Financial Reporting with responsibility for
        drafting and review of all public reporting requirements and; (b) additional
        accounting staff;





(iv)
        segregate financial reporting and
        accounting duties more effectively between our outside accountant and our
        internal accounting staff in preparing all periodic reports filed with the
        SEC;
        and





(v)
        retain a third party GAAP advisor
        to assist the Principal Financial and Accounting Officer, as well as advise
        the
        Audit Committee from time to time.





The
        consolidated financial statements
        include all adjustments identified as a result of the evaluation
        performed.





Except
        for the above, there were no
        changes in our internal controls over financial reporting that could
        significantly affect internal controls over financial reporting during the
        year
        ended December 31, 2006.





**Item
      9B. Other Information**





None.





28


**PART
      III**





**Item
      10. Directors and Officers of the
      Registrant**





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





Name
              
              Age
              
              PositionPhilip
                  M. Verges
              
              41
              
              Chairman,
                  Chief Executive Officer, DirectorPhilip
                  J. Rauch
              
              46
              
              Chief
                  Financial Officer, DirectorJames
                  Mandel
              
              53
              
              DirectorBruce
                  Noller
              
              50
              
              DirectorHugh
                  G. Robinson
              
              74
              
              Director







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





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





29


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





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





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




**Section
      16(a) Beneficial Ownership Reporting Compliance**





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




**Audit
      Committee and Charter**




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




30


**Code
      of Ethics**





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





**Item
      11. Executive Compensation**





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








**Summary
      Compensation**




Compensation
                Compensation
              
              
              
              All
                  Other
                Long-TermAnnual Compensation
              
              
              
              AwardsSecuritiesUnderlyingName
                and Principal
                Position
              Year
              
              
              Salary
              
              
              
              Bonus
              
              
              
              OptionsPhilip
                  M. Verges
              2006
              
              $
              200,000
              
              
              
              --
              
              
              
              --
              
              
              
              --Chairman,
                  Chief Executive Officer,
              2005
              
              
              125,000
              
              
              
              --
              
              
              
              --
              
              
              
              --Director
              2004
              
              
              60,000
              
              
              
              --
              
              
              
              --
              
              
              
              --(since
                  June 2002)Philip
                  J. Rauch (1)
              2006
              
              $
              188,000
              
              
              
              --
              
              
              
              --
              
              
              
              --Chief
                  Financial Officer
              2005
              
              
              0
              
              
              
              --
              
              
              
              --
              
              
              
              --(since
                  Feb 2006)
              2004
              
              
              0
              
              
              
              --
              
              
              
              --
              
              
              
              --





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





31


**Option
      Grants in 2006**





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





**Option
      Exercises in 2006 and 2006 Year-End Option Values**





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





**Compensation
      of Directors**





Directors
      who are also employees of the Company receive no additional remuneration for
      their services as directors. Beginning March 2006, non-employee directors
      receive a quarterly retainer of $3,000 and are reimbursed for necessary travel
      expenses incurred in connection with board meetings. In 2005, we formed a
      compensation and audit committee consisting of independent members, using the
      definition of independence set forth by the National Association of Securities
      Dealers' listing standards





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





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


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








32





**Item
      12. Security Ownership of Certain Beneficial Owners and
      Management**





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





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










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









(1)
      Mr.
      Verges's address is c/o NewMarket Technology, Inc., 14860 Montfort Drive, Suite
      210, Dallas, Texas 75254.


(2)
      Mr.
      Rauch’s address is c/o NewMarket Technology, Inc., 14860 Montfort Drive, Suite
      210, Dallas, Texas 75254.


(3)
      Mr.
      Noller’s address is c/o NewMarket Technology, Inc., 14860 Montfort Drive, Suite
      210, Dallas, Texas 75254.


(4)
      Verge
      Tech, Inc.'s address is 14860 Montfort Drive, Suite 210, Dallas, Texas
      75254.


(5)
      Mr.
      Verges as the sole director and officer and a substantial stockholder of
      VergeTech is deemed be the beneficial owner of VergeTech’s shares





33


**Item
      13. Certain Relationships and Related
      Transactions**





None








**Item
      14. Principal
      Accountant Fees and Services**





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






2006
            
            
            2005Audit
              fees
            
            $
            115,500
            
            
            $
            95,000Audit-related
              fees
            
            
            30,000
            
            
            
            63,250Tax
              fees
            
            
            0
            
            
            
            0All
              other fees, including tax consultation and preparation
            
            
            0
            
            
            
            0




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





34





**PART
      IV**








**Item
      15. Exhibits and Financial Statement Schedules**





(a)
      Financial Statements





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




Independent
      Registered Public Accounting Firm Report





Consolidated
      Balance Sheets as of December 31, 2006 and 2005




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




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




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




Notes
      to
      Consolidated Financial Statements





(b)
      Financial Statement Schedules





35


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





(c)
      Exhibits







EXHIBIT
              NO.
            
            DESCRIPTION
              OF EXHIBIT2.1
            
            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-Kfiled
              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 21.0to
              the Company's  Current  Report on Form 8-K
              filed  September 2, 2003and
              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
              andincorporated
              herein by reference.)3.2
            
            Certificate
              of Amendment of Articles of Incorporation changing name to IPVoice  Communications,   Inc.  (Filed  as  Exhibit  3.(i).2  to  theCompany's
              Form 10-SB filed November 3, 1999 and incorporated herein byreference.)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-SBfiled
              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  Form10-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 ofAmendment
              of Articles of Incorporation filed on April 19, 1999. (Filedas
              Exhibit 3.(i).5 to the Company's  Quarterly  Report of
              Form 10- QSBfiled
              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 PreferredStock.  (Filed
              as Exhibit 3.(i).6 to the Company's Quarterly Report ofForm
              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  theCompany's  Amendment  No.
              2 to Form SB-2 filed  February  12, 2001 andincorporated
              herein by reference.)3.8
            
            Certificate
              of Amendment of the Articles of Incorporation  designating the
              preferences, limitations and relative rights of Series C
              PreferredStock.  (Filed
              as Exhibit 3.(i).8 to the Company's  Amendment No. 2 toForm  SB-2  filed  February  12,  2001  and  incorporated   herein  byreference.)3.9
            
            Certificate
              of Amendment to the Articles
              of  Incorporation  increasing the
              authorized common stock to
              100,000,000  shares.  (Filed as Exhibit3.(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 theCompany's
              Form 10-SB filed November 3, 1999 and incorporated herein byreference.)4.1
            
            Form
              of Private Placement Offering  Memorandum dated February 27,
              1997offering
              1,600,000 common shares at $0.01 per share. (Filed as Exhibit4.1  to  the  Company's   Form  10-SB  filed   November  3,  1999  andincorporated
              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 Exhibit4.2  to  the  Company's   Form  10-SB  filed   November  3,  1999  andincorporated
              herein by reference.)






36


4.3
            
            Form
              of Private Placement Offering Memorandum dated September 15, 1998 offering  100,000
              common shares at $0.50 per share.  (Filed as Exhibit4.3  to  the  Company's   Form  10-SB  filed   November  3,  1999  andincorporated
              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 Exhibit4.4  to  the  Company's   Form  10-SB  filed   November  3,  1999  andincorporated
              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 Exhibit4.5  to  the  Company's   Form  10-SB  filed   November  3,  1999  andincorporated
              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 tothe  Company's  Form
              10-SB  filed  November  3, 1999
              and  incorporatedherein
              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-SBfiled
              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  filedNovember
              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 theCompany's  Form
              8-K  filed  March 3, 2005
              and  incorporated  herein byreference.)4.10
            
            Certificate  of  Designation,   Preferences  and  Rights  of  Class  D
              Cumulative  Preferred  Stock
              (Filed as Exhibit  10.3 to the  Company'sForm
              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  CurrentReport
              on Form 8-K filed September 2, 2003 and incorporated  herein byreference.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.,  asBorrower,
              and Glenwood Partners, L.P. dated as of March 9, 2005 (Filedas
              Exhibit  10.3 to the  Company's  Form 8-K
              filed  March 15, 2005 andincorporated
              herein by reference.)10.4
            
            Quota
              Purchase and Sale Agreement between NewMarket Technology, Inc., Flavio
              Da
              Silva,  Marcio Pissardo,  Celso Isberner, Alexanre
              Couto and Mind Information Services Ltda. (Filed as
              Exhibit  10.1 to the  Company's  Form 8-K
              filed  March 8, 2006 andi ncorporated herein by
              reference.)10.5
            
            Agreement
              and Plan of Reorganization by and between NewMarket Technology, Inc.,
              NewMarket China, Inc. and Intercell International Corp. (Filed as
              Exhibit  10.1 to the  Company's  Form 8-K
              filed  August 11, 2006 and incorporated herein by
              reference.)10.6
            
            Stock
              Purchase  Agreement by and between Medical Office Software,
              Inc., NewMarket Technology,  Inc. and VirtualHealth
              Technologies, Inc. (Filed as Exhibit  10.1 to
              the  Company's  Form 8-K filed  October 12,
              2006 and incorporated herein by reference.)14.1
            
            NewMarket
              Technology, Inc. Code of Ethics (Filed as Exhibit  14.1 to the
              Company's  Form
              10-KSB filed  March 31, 2006 and incorporated herein
              byreference.)14.2
            
            NewMarket
              Technology, Inc. Audit Committee Charter (Filed as Exhibit  14.1
              to the Company's  Form
              10-KSB filed  March 31, 2006 and incorporated herein byreference.)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 andExchange
              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 andExchange
              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





37




**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
                  October 10,
                  2007
              By:
              /s/ Philip
                M. VergesName Philip
                M.
                VergesTitle Chief
                  Executive Officer and
                Chairman of
                  the Board
                  of Directors Date
                  October 10, 2007
              By:
              /s/ Philip
                J. RauchName Philip
                J. RauchTitle 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
              October
                  10, 2007Philip
                M. Verges
              Chairman
                  of the Board/s/
                Philip J. Rauch
              Chief
                  Financial Officer and Director
              October
                  10, 2007Philip
                J. Rauch/s/
                James Mandel
              Director
              October
                  10, 2007James
                Mandel/s/
                Bruce Noller
              Director
              October
                  10, 2007Bruce
                Noller/s/
                Hugh G. Robinson
              Director
              October
                  10, 2007Hugh
                G. Robinson






38


**INDEX
        TO FINANCIAL STATEMENTS**
 
 
 Reports
                of Independent Registered Public Accounting Firms
              F-2Consolidated
                Balance Sheet
              F-3Consolidated
                Statements of Operations
              F-4Consolidated
                Statements of Stockholders’ Equity
              F-5Consolidated
                Statements of Cash Flows
              F-6Notes
                to Consolidated Financial Statements
              F-7
 
  
 F-1
 
 
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 The
        Board
        of Directors and Stockholders
 NewMarket
        Technology, Inc.
 Dallas,
        Texas
 
 We
        have
        audited the accompanying balance sheet of NewMarket Technology, Inc., as
        of
        December 31, 2006 and 2005, and the related consolidated statements of
        operations and comprehensive income, stockholders’ equity and cash flows for the
        three years ended December 31, 2006. These financial statements are the
        responsibility of the Company’s management.  Our responsibility is to
        express an opinion on these financial statements based on our
        audits.
 
 We
        conducted our audits in accordance with standards of the Public Company
        Accounting Oversight Board (United States).  Those standards require
        that we plan and perform the audit to obtain reasonable assurance about whether
        the financial statements are free of material misstatement.  An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the financial statements.  An audit also includes
        assessing the accounting principles used and significant estimates made by
        management, as well as evaluating the overall financial statement
        presentation.  We believe that our audits provide a reasonable basis
        for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of NewMarket Technology, Inc. and
        subsidiaries as of December 31, 2006 and 2005, and the results of operations
        and
        cash flows for each of the three years ended December 31, 2006, in conformity
        with accounting principles generally accepted in the United States of
        America.
 
 
 
 
 Pollard-Kelley
        Auditing Services, Inc.
 Fairlawn,
        Ohio
 April
        17,
        2007
 
 
 F-2






**NewMarket
        Technology, Inc.**
 **Consolidated
        Balance Sheet**
 December
        31,
 **ASSETS**
              
              2006
                (Restated)
              
              
              2005CURRENT
                  ASSETSCash
              
              $
              3,294,171
              
              
              $
              3,106,521Accounts
                  receivable, net of allowance of $86,032 and $55,936
              
              
              12,600,352
              
              
              
              15,060,648Inventory,
                  at cost
              
              
              900,899
              
              
              
              1,237,063Prepaid
                  expenses, deposits and other current assets
              
              
              1,468,078
              
              
              
              1,239,323Total
                  current assets
              
              
              18,263,500
              
              
              
              20,643,555PROPERTY
                  AND EQUIPMENTComputer
                  and office equipment
              
              
              2,906,680
              
              
              
              2,499,759Less:
                  Accumulated depreciation
              
              
              (1,658,373
              )
              
              
              (1,914,000
              )Total
                  property and equipment
              
              
              1,248,307
              
              
              
              585,759OTHER
                  ASSETSNotes
                  receivable including accrued interest
              
              
              5,856,839
              
              
              
              3,324,541Investment
                  in unconsolidated affiliates/subsidiaries
              
              
              8,826,400
              
              
              
              1,012,512Investment
                  in restricted securities
              
              
              875,000
              
              
              
              0Deposit
                  on investment in unconsolidated affiliates
              
              
              0
              
              
              
              1,250,000Goodwill
              
              
              26,250,473
              
              
              
              21,091,034Software
                  code, net of accumulated amortization
              
              
              3,182,746
              
              
              
              3,219,254Intangible
                  property
              
              
              72,881
              
              
              
              385,532Total
                  other assets
              
              
              45,064,339
              
              
              
              30,282,873Total
                  Assets
              
              $
              64,576,145
              
              
              $
              51,512,187**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY**CURRENT
                  LIABILITIESAccounts
                  payableTrade
              
              $
              3,369,039
              
              
              $
              9,512,436Related
                  parties
              
              
              7,830
              
              
              
              21,668Accrued
                  expensesTrade
              
              
              1,955,412
              
              
              
              2,357,329Income
                  and sales tax payable
              
              
              25,348
              
              
              
              109,653Deferred
                  revenue
              
              
              0
              
              
              
              252,348Customer
                  deposits
              
              
              224,057
              
              
              
              93,723Current
                  portion of long-term debt
              
              
              285,868
              
              
              
              236,771Short-term
                  debt
              
              
              2,377,722
              
              
              
              1,918,303Total
                  current liabilities
              
              
              8,245,276
              
              
              
              14,502,231LONG-TERM
                  LIABILITIESDeferred
                  income tax liability
              
              
              3,910
              
              
              
              3,552Notes
                  payable
              
              
              9,911,952
              
              
              
              4,240,379Total
                  long-term liabilities
              
              
              9,915,862
              
              
              
              4,243,931Total
                  Liabilities
              
              
              18,161,138
              
              
              
              18,746,162Minority
                  interest in consolidated subsidiaries
              
              
              1,247,418
              
              
              
              0STOCKHOLDERS’
                  EQUITYSenior
                  convertible preferred stock, $0.001 par value, authorized 10,000,000
                  shares;
                Series
                  A, 100;  Series C 925 and 2,303; Series D  0 and 550;
                  Series E  750
                  and    1,100;  Series F 2,000 and 3,000;
                  Series G 200 and 4,900; Series H 1,035 and 1,300 and; Series I
                  975 and
                  1,300 issued and outstanding at December 31, 2006 and 2005,
                  respectively
              
              
              5
              
              
              
              15Common
                  stock, $0.001 par value, 300,000,000 shares authorized; 174,165,284
                  and
                108,737,365
                  issued and outstanding at December 31, 2006 and 2005,
                  respectively
              
              
              174,165
              
              
              
              108,737Deferred
                  compensation
              
              
              (265,758
              )
              
              
              (629,145
              )Additional
                  paid-in capital
              
              
              45,840,098
              
              
              
              40,482,944Accumulated
                  comprehensive income (loss)
              
              
              779,735
              
              
              
              51,627Accumulated
                  deficit
              
              
              (1,360,657
              )
              
              
              (7,248,151
              )Total
                  stockholders’ equity
              
              
              45,167,589
              
              
              
              32,766,027Total
                  Liabilities and  Stockholders’ Equity
              
              $
              64,576,145
              
              
              $
              51,512,189
    F-3
 
 **NewMarket
        Technology, Inc**.
 **Consolidated
        Statements of Operations**
 Years
        Ended December 31,
 
 2006
                (Restated)
              
              
              2005
              
              
              2004REVENUESServices
                  revenue
              
              $
              67,847,261
              
              
              $
              39,148,965
              
              
              $
              14,575,415Contract
                  revenues
              
              
              3,847,945
              
              
              
              3,063,681
              
              
              
              3,237,743Product
                  revenues
              
              
              5,940,416
              
              
              
              7,925,048
              
              
              
              7,163,976Total
                  revenues
              
              
              77,635,622
              
              
              
              50,137,694
              
              
              
              24,977,134COST
                  OF SALESServices
                  COS
              
              
              48,262,075
              
              
              
              23,882,781
              
              
              
              6,149,952Contract
                  COS
              
              
              2,698,207
              
              
              
              1,657,292
              
              
              
              2,114,694Product
                  COS
              
              
              4,792,157
              
              
              
              6,047,487
              
              
              
              5,188,712Total
                  Cost of sales
              
              
              55,752,439
              
              
              
              31,587,560
              
              
              
              13,453,358Gross
                  Margin
              
              
              21,883,183
              
              
              
              18,550,134
              
              
              
              11,523,776OPERATING
                  EXPENSES:Employee
                  compensation
              
              
              10,305,045
              
              
              
              10,105,543
              
              
              
              5,995,152General
                  and administrative expenses
              
              
              5,138,833
              
              
              
              4,026,123
              
              
              
              3,335,294Selling
                  and marketing
              
              
              1,191,463
              
              
              
              616,383
              
              
              
              925,680Research
                  & Development
              
              
              0
              
              
              
              110,844
              
              
              
              63,251Depreciation
                  and amortization
              
              
              786,173
              
              
              
              621,775
              
              
              
              588,087Bad
                  debt expense
              
              
              0
              
              
              
              0
              
              
              
              157,363Warranty
                  reserve
              
              
              0
              
              
              
              0
              
              
              
              28,109Inventory
                  reserve
              
              
              0
              
              
              
              0
              
              
              
              253,587Total
                  expenses
              
              
              17,421,514
              
              
              
              15,480,668
              
              
              
              11,346,523Income
                  (Loss) from operations
              
              
              4,461,669
              
              
              
              3,069,466
              
              
              
              177,253OTHER
                  INCOME (EXPENSE):Interest
                  income
              
              
              1,023,967
              
              
              
              449,538
              
              
              
              169,335Interest
                  expense
              
              
              (503,714
              )
              
              
              (449,227
              )
              
              
              (155,487
              )Foreign
                  currency transaction gain (loss)
              
              
              13,298
              
              
              
              3,662
              
              
              
              (9,081
              )Inflation
                  effects
              
              
              (318,539
              )
              
              
              (12,873
              )
              
              
              46,331Bad
                  debt expense recoupment
              
              
              0
              
              
              
              574,712
              
              
              
              0Gain
                  on debt forgiveness
              
              
              0
              
              
              
              203,872
              
              
              
              0Gain
                  on sale of subsidiary
              
              
              625,816
              
              
              
              0
              
              
              
              0Gain
                  on capital contribution for subsidiary
              
              
              1,300,000
              
              
              
              0
              
              
              
              0Lawsuit
                  settlement expense
              
              
              (92,124
              )
              
              
              (818,372
              )
              
              
              0Other
                  expense
              
              
              (365,810
              )
              
              
              (174,506
              )
              
              
              0Other
                  income
              
              
              98,826
              
              
              
              119,259
              
              
              
              14,188Total
                  other income (expense)
              
              
              1,781,720
              
              
              
              (103,935
              )
              
              
              65,286Net
                  income before income tax (credit) and minority interest
              
              
              6,243,389
              
              
              
              2,965,531
              
              
              
              242,539Foreign
                  income tax (credit)
              
              
              55,886
              
              
              
              56,582
              
              
              
              (21,734
              )Minority
                  interest in consolidated subsidiary income (loss)
              
              
              (300,010
              )
              
              
              0
              
              
              
              (66,761
              )Net
                  income
              
              
              5,887,493
              
              
              
              2,908,949
              
              
              
              154,044Other
                  comprehensive income (loss)Foreign
                  currency translation gain (loss)
              
              
              728,108
              
              
              
              (209,873
              )
              
              
              261,500Comprehensive
                  income
              
              $
              6,615,601
              
              
              $
              2,699,076
              
              
              $
              415,544Income
                  per weighted average common share - basic
              
              $
              0.04
              
              
              $
              0.03
              
              
              $
              0.01Income
                  per weighted average common share - fully diluted
              
              $
              0.03
              
              
              $
              0.02
              
              
              $
              0.01Number
                  of wtd average common shares outstanding - basic
              
              
              158,604,670
              
              
              
              95,814,972
              
              
              
              64,218,004Number
                  of wtd average common shares outstanding -  fully
                  diluted
              
              
              215,034,964
              
              
              
              182,759,172
              
              
              
              108,323,004
     F-4
 
 **NewMarket
        Technology, Inc.**
 **Consolidated
        Statements of Stockholders’ Equity**
 **(Restated)**
 Number
                  of Shares
              
              
              Par
                  Value of Stock
              
              
              Additional
                Paid-In
              
              
              Deferred
              
              
              Accum
                Comp
                Income
              
              
              Accumulated
              
              
              Total
                Stockholders’
                  EquityPfd
              
              
              Common
              
              
              Pfd
              
              
              Common
              
              
              Capital
              
              
              Comp
              
              
              (Loss)
              
              
              Deficit**BEGINNING  BALANCE,**December 31, 2003
              
              
              3,903
              
              
              
              50,934,786
              
              
              
              4
              
              
              
              50,935
              
              
              
              15,202,578
              
              
              
              0
              
              
              
              0
              
              
              
              (10,327,859
              )
              
              
              5,137,826Conversion
                  of Series B pref. stock
              
              
              (503
              )
              
              
              1,075,257
              
              
              
              (1
              )
              
              
              1,075
              
              
              
              (1,074
              )
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0Conversion
                  of debt to common stock
              
              
              0
              
              
              
              25,087,115
              
              
              
              0
              
              
              
              25,087
              
              
              
              4,303,756
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              4,328,843Issuance
                  of common stock for services
              
              
              0
              
              
              
              2,668,845
              
              
              
              0
              
              
              
              2,669
              
              
              
              796,621
              
              
              
              (714,500
              )
              
              
              0
              
              
              
              0
              
              
              
              84,790Issuance
                  of common stock for acquisition
              
              
              0
              
              
              
              2,000,000
              
              
              
              0
              
              
              
              2,000
              
              
              
              977,000
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              979,000Issuance
                  of Series D pref. stock
              
              
              550
              
              
              
              0
              
              
              
              1
              
              
              
              0
              
              
              
              364,999
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              365,000Issuance
                  of Series E pref. stock
              
              
              2,000
              
              
              
              0
              
              
              
              2
              
              
              
              0
              
              
              
              1,999,998
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              2,000,000Issuance
                  of Series F pref. stock
              
              
              3,000
              
              
              
              0
              
              
              
              3
              
              
              
              0
              
              
              
              2,999,997
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              3,000,000Amortization
                  of deferred compensation
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              607,222
              
              
              
              0
              
              
              
              0
              
              
              
              607,222Other
                  comprehensive income (loss)
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              261,500
              
              
              
              0
              
              
              
              261,500Net
                  income
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              170,759
              
              
              
              170,759**BALANCE,**December 30, 2004
              
              
              8,950
              
              
              
              81,766,003
              
              
              
              9
              
              
              
              81,766
              
              
              
              26,643,875
              
              
              
              (107,278
              )
              
              
              261,500
              
              
              
              (10,157,100
              )
              
              
              16,722,772Conversion
                  of Series C pref. stock
              
              
              (997
              )
              
              
              1,673,300
              
              
              
              (1
              )
              
              
              1,673
              
              
              
              (1,672
              )
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0Conversion
                  of Series E pref. stock
              
              
              (900
              )
              
              
              2,373,757
              
              
              
              (1
              )
              
              
              2,374
              
              
              
              (2,373
              )
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0Conversion
                  of debt to Series G pref stock
              
              
              4,900
              
              
              
              0
              
              
              
              5
              
              
              
              0
              
              
              
              4,899,995
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              4,900,000Issuance
                  of Series H pref stock
              
              
              1,300
              
              
              
              0
              
              
              
              1
              
              
              
              0
              
              
              
              1,299,999
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              1,300,000Issuance
                  of Series I pref stock
              
              
              1,400
              
              
              
              0
              
              
              
              2
              
              
              
              0
              
              
              
              1,399,998
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              1,400,000Issuance
                  of common stock for loan penalty
              
              
              0
              
              
              
              100,000
              
              
              
              0
              
              
              
              100
              
              
              
              62,400
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              62,500Conversion
                  of debt to common stock
              
              
              0
              
              
              
              18,572,309
              
              
              
              0
              
              
              
              18,572
              
              
              
              4,311,208
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              4,329,780Issuance
                  of common stock for services
              
              
              0
              
              
              
              3,700,000
              
              
              
              0
              
              
              
              3,700
              
              
              
              1,370,075
              
              
              
              (1,050,075
              )
              
              
              0
              
              
              
              0
              
              
              
              323,700Issuance
                  of common stock -settle lawsuit
              
              
              0
              
              
              
              551,996
              
              
              
              0
              
              
              
              552
              
              
              
              499,438
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              499,990Amortization
                  of deferred compensation
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              528,208
              
              
              
              0
              
              
              
              0
              
              
              
              528,208Other
                  comprehensive income (loss)
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              (209,872
              )
              
              
              0
              
              
              
              (209,872
              )Net
                  income
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              2,908,949
              
              
              
              2,908,949**BALANCE,**December
                  31,
                  2005
              
              
              14,653
              
              
              
              108,737,365
              
              
              
              15
              
              
              
              108,737
              
              
              
              40,482,943
              
              
              
              (629,145
              )
              
              
              51,628
              
              
              
              (7,248,151
              )
              
              
              32,766,027Conversion
                  of preferred stock
              
              
              (9,168
              )
              
              
              29,589,555
              
              
              
              (9
              )
              
              
              29,590
              
              
              
              (29,581
              )
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0Conversion
                  of debt to common stock
              
              
              0
              
              
              
              34,010,321
              
              
              
              0
              
              
              
              34,010
              
              
              
              4,692,447
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              4,726,457Issuance
                  of common stock for services
              
              
              0
              
              
              
              1,828,043
              
              
              
              0
              
              
              
              1,828
              
              
              
              694,289
              
              
              
              (661,450
              )
              
              
              0
              
              
              
              0
              
              
              
              34,667Amortization
                  of deferred compensation
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              1,024,837
              
              
              
              0
              
              
              
              0
              
              
              
              1,024,837Other
                  comprehensive income (loss)
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              728,108
              
              
              
              0
              
              
              
              728,108Net
                  income
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              5,887,494
              
              
              
              5,887,494**ENDING
                  BALANCE****,**December
                  31, 2006
              
              
              5,485
              
              
              
              174,165,284
              
              
              $
              6
              
              
              $
              174,165
              
              
              $
              45,840,098
              
              
              $
              (265,758
              )
              
              $
              779,736
              
              
              $
              (1,360,657
              )
              
              $
              45,167,590
 
 
 F-5
 
 
 
 
 **NewMarket
        Technology, Inc.**
 **Consolidated
        Statements of Cash Flows**
 Years
        Ended December 31,
 **CASH
                  FLOWS FROM OPERATING ACTIVITIES:**
              
              2006
                (Restated)
              
              
              2005
              
              
              2004Net
                  income
              
              $
              5,887,494
              
              
              $
              2,908,949
              
              
              $
              154,044Adjustments
                  to reconcile net income to net cash used by operating
                  activities:Minority
                  interest in consolidated subsidiary income (loss)
              
              
              (300,010
              )
              
              
              0
              
              
              
              66,761Gain
                  on sale of subsidiaries
              
              
              (625,816
              )
              
              
              0
              
              
              
              0Gain
                  on capital contribution for subsidiaries
              
              
              (1,300,000
              )
              
              
              0
              
              
              
              0Bad
                  debt, warranty and inventory reserves
              
              
              1,071
              
              
              
              (375,953
              )
              
              
              439,059Stock
                  issued for services
              
              
              1,037,837
              
              
              
              851,908
              
              
              
              692,012Depreciation
                  and amortization
              
              
              786,173
              
              
              
              621,775
              
              
              
              588,087Changes
                  in operating assets and liabilities:(Increase)
                  decrease in accounts receivable
              
              
              2,829,931
              
              
              
              (10,070,604
              )
              
              
              (2,711,737
              )(Increase)
                  decrease in inventory
              
              
              370,326
              
              
              
              208,651
              
              
              
              181,004(Increase)
                  decrease in prepaid expenses and deposits
              
              
              (339,227
              )
              
              
              (196,420
              )
              
              
              (40,869
              )Increase
                  (decrease) in accounts payable - trade
              
              
              (3,721,042
              )
              
              
              6,491,064
              
              
              
              217,141Increase
                  (decrease) in accounts payable - related parties
              
              
              (634,596
              )
              
              
              (59,742
              )
              
              
              205,591Increase
                  (decrease) in customer deposits
              
              
              131,763
              
              
              
              146,821
              
              
              
              548,575Increase
                  (decrease) in deferred revenue
              
              
              (252,348
              )
              
              
              252,348
              
              
              
              112,525Increase
                  (decrease) in accrued expenses
              
              
              (1,103,815
              )
              
              
              620,188
              
              
              
              192,384Increase
                  (decrease) in payables to affiliates
              
              
              (6
              )
              
              
              57,794
              
              
              
              (137,734
              )Increase
                  (decrease) in income taxes payable
              
              
              (88,937
              )
              
              
              31,025
              
              
              
              (238,645
              )Net
                  cash provided by operating activities
              
              
              2,678,797
              
              
              
              1,487,804
              
              
              
              268,198**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Notes
                  receivable advances
              
              
              0
              
              
              
              (1,215,000
              )
              
              
              0Investment
                  in unconsolidated affiliates
              
              
              0
              
              
              
              (1,283,512
              )
              
              
              (1,283,512
              )Acquisition
                  of intangible asset
              
              
              (287,097
              )
              
              
              (56,000
              )
              
              
              (478,185
              )Purchase
                  of property and equipment
              
              
              (315,942
              )
              
              
              0
              
              
              
              (90,133
              )Net
                  cash used by investing activities
              
              
              (603,039
              )
              
              
              (2,554,512
              )
              
              
              (1,851,830
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Payments
                  on capital leases
              
              
              0
              
              
              
              0
              
              
              
              (20,926
              )Advances
                  on notes payable
              
              
              800,000
              
              
              
              2,177,156
              
              
              
              2,304,613Payments
                  on notes payable
              
              
              (3,546,140
              )
              
              
              (732,348
              )
              
              
              (317,630
              )Advances
                  on short term line of credit
              
              
              0
              
              
              
              495,171
              
              
              
              0Payments
                  on short term line of credit
              
              
              0
              
              
              
              (45,815
              )
              
              
              (286,287
              )Cash
                  purchased in acquisitions
              
              
              0
              
              
              
              0
              
              
              
              795,512Net
                  cash provided by financing activities
              
              
              (2,746,140
              )
              
              
              1,894,164
              
              
              
              2,475,282Effect
                  of exchange rates on cash
              
              
              858,032
              
              
              
              (276,838
              )
              
              
              32,170Net
                  increase (decrease) in cash and equivalents
              
              
              187,650
              
              
              
              550,618
              
              
              
              923,820**CASH,**beginning of period
              
              
              3,106,521
              
              
              
              2,555,903
              
              
              
              1,632,083**CASH,**end of period
              
              $
              3,294,171
              
              
              $
              3,106,521
              
              
              $
              2,555,903**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION**Interest
                  paid in cash
              
              $
              503,714
              
              
              $
              449,227
              
              
              $
              155,487**Non-Cash
                  Financing Activities:**Common
                  stock issued to settle debt
              
              $
              4,726,457
              
              
              $
              4,329,780
              
              
              $
              4,328,843Common
                  stock issued for acquisition of affiliate
              
              $
              0
              
              
              $
              0
              
              
              $
              979,000Preferred
                  stock issued for acquisition of consolidated subsidiaries
              
              $
              0
              
              
              $
              2,700,000
              
              
              $
              5,365,000Issuance
                  of promissory note and preferred stock to acquire
                  subsidiaries
              
              $
              0
              
              
              $
              0
              
              
              $
              5,365,000Preferred
                  stock issued to settle debt
              
              $
              0
              
              
              $
              4,900,000
              
              
              $
              0
 
 
 F-6
 
 
 **NewMarket
        Technology, Inc.**
 **Notes
        to Consolidated Financial Statements**
 
 **(1)**
              **Description
                  of
                  Business and Summary of Significant Accounting
                  Policies**
 
 **The
        Company**
 
 NewMarket
        Technology, Inc, (f/k/a IPVoice Communications, Inc.), (the “Company”), is a
        Nevada corporation which conducts business from its headquarters in Dallas,
        Texas.  The Company was incorporated on February 19, 1997 as Nova
        Enterprises, Inc., changed its name to IPVoice Communications, Inc. in March
        of
        1998, then to IPVoice.com, Inc. in May of 1999, back to IPVoice Communications,
        Inc. in January of 2001 and to NewMarket Technology, Inc., in July
        2004.  The Company is involved in the information technology industry,
        principally voice over internet, systems integration, homeland defense and
        medical office information technology.
 
 **Use
        of estimates**
 
 The
        consolidated financial statements have been prepared in conformity with
        accounting principles generally accepted in the United States. In preparing
        the
        financial statements, management is required to make estimates and assumptions
        that affect the reported amounts of assets and liabilities as of the date
        of the
        statements of financial condition and revenues and expenses for the year
        then
        ended. Actual results may differ significantly from those
        estimates.
 
 **Significant
        acquisitions**
 
 In
        February 2006, the Company entered into a Quota Purchase and Sale Purchase
        Agreement with the founders of  UniOne Consulting Ltda., a Brazilian
        limited liability company, (“UniOne”), to acquire the founders’ 100% interest in
        UniOne.  The purchase price to be paid by the Company is $6,460,320,
        which may be increased to $8,539,680 based on various financial
        benchmarks.  The purchase price is payable in tranches through the end
        of 2008.UniOne is a systems integrator, developer and business practice
        implementation company, providing support for the integration and maintenance
        of
        enterprise software applications. UniOne is located in Sao Paulo and Rio
        de
        Janeiro, Brazil, as well as a regional office in Santiago de Chile,
        Chile.
 
 **Principles
        of consolidation**
 
 The
        Company accounts for its investments in affiliates and subsidiaries in
        accordance with Statement of Financial Accounting Standard No. 94, (SFAS
        94),
        and Accounting Research Bulletin No. 51, (ARB 51). The Company uses two
        different methods to report its investments in its subsidiaries and other
        companies: consolidation and the equity method.
 
 *Consolidation*
 
 The
        Company uses the consolidation method to report its investment in its
        subsidiaries and other companies when the Company owns a majority of the
        voting
        stock of the subsidiary.  All inter-company balances and transactions
        have been eliminated. Infotel, the Company’s Singapore based subsidiary, has
        been on a September 30 fiscal year end since its inception. The Company elected,
        pursuant to ARB 51, to account for the operations of Infotel on a matching
        period to matching period with the parent’s financials. This means
        that  should there be a significant shift in Infotel’s operations,
        positive or negative, it will not be reflected in the consolidated financials
        for an additional 90 days.
 
 
 F-7
 
 **NewMarket
        Technology, Inc.**
 **Notes
        to Consolidated Financial Statements**
 
 **(1)**
              **Description
                  of
                  Business and Summary of Significant Accounting Policies
                  (Continued)**
 
 *Equity
        Method*
 
 The
        Company uses the equity method to report investments in businesses where
        it
        holds 20% to 50% voting interest, but does not control operating and financial
        policies.
 
 Under
        the
        equity method, the Company reports:
 
 ·
              Its
                  interest in the entity as an investment on its balance sheets,
                  and
 ·
              Its
                  percentage share of earnings or losses on its statement of
                  operations
 
 At
        December 31, 2006, the Company did not record any income or loss , nor adjust
        its investment account, by the net income or loss of the affiliates, as the
        actual equity percentage paid for was the investments was less than 10%,
        with a
        concurrent de minimus net income/loss related thereto.
 
 **Earnings
        per share**
 
 Basic
        net
        income per weighted average common share is computed by dividing the net
        income(loss) by the weighted average number of common shares outstanding
        during
        the period. Fully diluted includes all common shares that would be required
        to
        be issued of various convertible instruments at their stated conversion rates
        using December 31, 2006, market price of the underlying common
        stock.
 
 **Stock
        compensation for services rendered**
 
 The
        Company issues shares of common stock in exchange for services
        rendered.  The costs of the services are valued according to
        accounting principles generally accepted in the United States and are been
        charged to operations as earned.
 
 **Property
        and equipment**
 
 All
        property and equipment is recorded at cost and depreciated over their estimated
        useful lives, using the straight-line method, generally three, five or seven
        years.  Upon sale or retirement, the costs and related accumulated
        depreciation are eliminated from their respective accounts, and the resulting
        gain or loss is included in the results of operations.  Repairs and
        maintenance charges, which do not increase the useful lives of the assets,
        are
        charged to operations as incurred.
 
 **Intangibles**
 
 In
        June
        2002, goodwill in the amount of $2,756,327 was recorded in conjunction with
        the
        net asset acquisition from Vergetech. Goodwill amounting to $18,334,707 was
        recorded in conjunction with the acquisitions in 2003, 2004 and 2005. The
        Company also evaluates, at least annually, for potential impairment, this
        recorded amount, by means of a cash flow analysis in accordance with SFAS
        142.
 
 In
        2004,
        as a result of the acquisition of Infotel, the Company recorded as an asset
        in
        its consolidated balance sheet, Software Code. This asset is a permanent
        license
        for “uOne”unified messaging service system. In addition, Infotel received the
        underlying coding for this software. Uone was acquired by Cisco Systems from
        Amtiva Technology in 1999. In 2001, Cisco sold the operating division which
        was
        utilizing this software to CMG Wireless Data Solutions. In April 2000, Appiant,
        the then sole
   F-8
 
 **NewMarket
        Technology, Inc.**
 **Notes
        to Consolidated Financial Statements**
 
 **(1)**
              **Description
                  of
                  Business and Summary of Significant Accounting Policies
                  (Continued)**
 
 stockholder
        of Infotel, purchased this license from Cisco for $10,000,000. Appiant paid
        $3,000,000 of this license fee and the $7,000,000 balance was later forgiven
        as
        a result of a settlement agreement between Cisco and Appiant as part of Cisco’s
        decision to sell the operating division to CMG. Appiant had borrowed $5,000,000
        from Infotel which was secured by this license and code. When Appiant defaulted
        on this note, Infotel forclosed on the license and code. Even though this
        license and code were valued at $10,000,000 based on the license fee
        between  Appiant and Cisco, Infotel has elected to value the license
        and code, on its books, at the amount of the defaulted note, $5,000,000.
        The
        software license and code were incidental to the Company’s purchase of Infotel,
        however the Company quickly saw how this software license and code could
        be
        utilized through its majority-owned subsidiary, IP Global Voice, (IPGV).
        The
        Company began utilizing this software in the IPGV services offered to its
        customers. The Company believes that the remaining useful life of this asset
        is
        approximately 10 years, therefore it is being amortized over this period
        beginning in 2004. Expenditures to modify, maintain and update the software
        will
        be expensed when incurred. The Company also evaluates at least annually,
        for
        potential impairment and its assumption of the remaining life, the recorded
        value of this software license and code, by means of a cash flow analysis
        in
        accordance with SFAS 142. The Company began deriving revenue in 2004, from
        the
        use of this software through its majority-owned subsidiary, IPGV.
 
 **Revenue
        recognition**
 
 As
        a
        result of the multiple acquisitions from 2003 through 2006, the Company now
        has
        three distinct revenue streams: (1) Services, principally programming services.
        This revenue is recognized as services are provided and billed to the customers.
        (2) Contract, which is principally an ongoing service revenue stream, such
        as
        training contracts, technical support contracts., etc. This form of revenue
        is
        recognized monthly as earned and billed, and (3), Product
        sales,  which is the sale of hardware and software, generally
        installed. Sometimes the hardware and/or software are customized under the
        terms
        of the purchase contract. This revenue is recognized as the products are
        delivered and the customer accepts said products. These revenue streams
        accounted for 88%, 4% and 8% of revenue, respectively, for the year ended
        December 31, 2006.   Any portions of such contracts which may
        include installation, training, conversion, etc. are recognized when such
        services have been completed. Any ongoing support, training, etc., is separately
        structured and is accounted for in contract revenue and in accordance with
        the
        contracts.
 
 **Concentration
        of risk - geographic**
 
 As
        a
        result of the various acquisitions in 2003 through 2006, the Company now
        has
        offices, employees and customers in a variety of foreign countries. Its four
        foreign based subsidiaries are located in Singapore; Caracas, Venezuela;
        Ningbo
        and Shanghai, Peoples Republic of China and Sao Paulo, Brazil. RKM, based
        in
        Caracas, Venezuela, serving Latin America, represents approximately 2% of
        the
        Company’s total revenue and 1.5% of total assets; Infotel, based in Singapore,
        and serving Asia, represents approximately 3.5% of the Company’s total revenue
        and 12% of total assets; Clipper Technology, based in Ningbo, China, serving
        Asia, represents approximately 36% of the Company’s total revenue and 6% of
        total assets and UniOne, based in Sao Paulo, Brazil, serving Latin America,
        represents approximately 24% of the Company’s total revenue and 6% of total
        assets.
 
 **Investment
        in unconsolidated affiliates/subsidiaries**
 
 The
        Company’s investment in affiliates at December 31, 2006, is composed of a 20%
        equity position in Red Moon Broadband, Inc., a 20% equity position in TekVoice
        Communications, Inc., a 49% interest in
    F-9
 **NewMarket
        Technology, Inc.**
 **Notes
        to Consolidated Financial Statements**
 
 **(1)**
              **Description
                  of
                  Business and Summary of Significant Accounting Policies
                  (Continued)**
 
 DFTS/DCI
        and de minimus investments in two other companies. These equity positions
        do not
        represent a controlling holding in these companies.
 
 The
        Company accounts for its investment in affiliates, defined as those whereby
        the
        Company owns less than 51% of the issued and outstanding common stock of
        the
        affiliate and the Company does not exercise control over the operations of
        the
        affiliate, by the equity method of accounting. At December 31, 2006, the
        Company
        did not record any income or loss , nor adjust its investment account, by
        the
        net income or loss of the affiliates, as the actual equity percentage paid
        for
        was the investments was less than 10%, with a concurrent de minimus net
        income/loss related thereto.
 
 **Recent
        issued accounting pronouncements**
 
 In
        July
        2006, the Financial Accounting Standards Board (“FASB”) issued FIN No. 48,
“Accounting for Uncertainty in Income Taxes - An Interpretation of SFAS No.
        109”. FIN No. 48 clarifies the accounting for uncertainty in income taxes
        recognized in an enterprise’s financial statements in accordance with SFAS No.
        109, “Accounting for Income Taxes.” FIN No. 48 also prescribes a recognition
        threshold and measurement attribute for financial statement recognition and
        measurement of a tax position taken or expected to be taken in a tax return.
        In
        addition, FIN No. 48 provides guidance on derecognition, classification,
        interest and penalties, accounting in interim periods, disclosure and
        transition. The provisions of FIN No. 48 are to be applied to all tax positions
        upon initial adoption of this standard. Only tax positions that meet the
        more-likely-than-not recognition threshold at the effective date may be
        recognized or continue to be recognized as an adjustment to the opening balance
        of accumulated deficit (or other appropriate components of equity) for that
        fiscal year. The provisions of FIN No. 48 are effective for fiscal years
        beginning after December 15, 2006. The Company is evaluating the impact of
        the
        adoption of FIN 48 but does not currently expect the adoption of this new
        standard to have a material impact on our financial position, results of
        operations, or cash flows.
 
 In
        September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
        Accounting Bulletin (“SAB”) 108, to address diversity in practice in quantifying
        financial statement misstatements. SAB 108 requires that the Company quantify
        misstatements based on their impact on each of its financial statements and
        related disclosures. SAB 108 is effective for fiscal years ending after November
        15, 2006. The Company has adopted SAB 108 effective as of December 31, 2006.
        The
        adoption of this bulletin did not have a material impact on our financial
        position, results of operations, or cash flows.
 
 In
        September 2006, the Financial Accounting Standards Board issued SFAS No.157,
        Fair Value Measurements ("SFAS No. 157"). SFAS No. 157 defines fair value,
        establishes a market-based framework or hierarchy for measuring fair value,
        and
        expands disclosures about fair value measurements.  SFAS No. 157 is
        applicable whenever another accounting pronouncement requires or permits
        assets
        and liabilities to be measured at fair value. SFAS No. 157 does not expand
        or
        require any new fair value measures. The provisions of SFAS No. 157 are to
        be
        applied prospectively and are effective for financial statements issued for
        fiscal years beginning after November 15, 2007. The Company is currently
        evaluating the impact, if any, the adoption of SFAS No. 157 will have on
        the
        Company's financial statements.
 
 **(2)**
              **Stockholders’
                  Equity**
 
 The
        Company has authorized 300,000,000 shares of $0.001 par value common stock,
        and
        10,000,000 shares of $0.001 par value preferred stock.  Rights and
        privileges of the preferred stock are to be
   F-10
 **NewMarket
        Technology, Inc.**
 **Notes
        to Consolidated Financial Statements**
 
 **(2)**
              **Stockholders’
                  Equity (Continued)**
 
 determined
                  by the Board of Directors prior to issuance.  The Company had
                  174,165,284 shares of common stock issued and outstanding at
                  December  31, 2006.  The Company had 100 shares of
                  Series A preferred stock, 0 shares of Series B preferred stock,
                  925 shares
                  of Series C preferred stock, 0 shares of Series D preferred stock,
                  750
                  shares of Series E preferred stock, 2,000 shares of Series F preferred
                  stock, 200 shares of Series G preferred stock, 1,035 shares of
                  Series H
                  preferred stock and 975 shares of Series I preferred stock issued
                  and
                  outstanding, respectively, at December 31,
                  2006.
 
 During
        the year ended December 31,
        2006, the Company issued 29,589,555 shares of common stock to convert 1,378
        shares of Series C, 550 shares of Series D, 950 shares of Series
        E,  1,000  shares of Series F, 4,700 shares of Series G,
        265  shares of Series H and 325 shares of Series
        Ipreferred  stock.  During 2006, the Company issued
        1,828,043 shares of common  stock
        for  services  to
        nine  parties.  Seven  agreements  are
        prospective for 1 year and two were for services previously  rendered.
        These shares were valued at $682,300, or $0.37 per share.During 2006, the Company
        issued
        34,010,321 shares of common stock to service approximately $4.7 million of
        convertible debt and accrued interest.
 
 At
        December 31, 2006, the shares of preferred stock represented approximately
        17,759,365 shares of common stock, had they been elected to be converted
        on
        December 31, 2006.
 
 **(3)**
              **Income
                  Taxes**
 
 Deferred
                  income taxes (benefits) are provided for certain income and expenses
                  which
                  are recognized in different periods for tax and financial reporting
                  purposes.  The Company has net operating loss carry-forwards for
                  income tax purposes of approximately $3,195,700 which expire beginning
                  December 31, 2117.  There may be certain limitations on the
                  Company’s ability to utilize the loss carry-forwards in the event of a
                  change of control, should that occur. In addition, the Company
                  amortizes
                  goodwill for income tax purposes, but not for reporting purposes.
                  The
                  amount recorded as a deferred tax asset, cumulative as of December
                  31,
                  2006, is $1,278,000, which represents the amount of tax benefits
                  of the
                  loss carry-forwards and goodwill amortization.  The Company has
                  established a valuation allowance for this deferred tax asset of
                  $1,278,000, as the Company has no long-term history of profitable
                  operations, in substantive amount necessary to utilize this
                  asset.  The significant components of the net deferred tax asset
                  as of December 31, 2006 are:
 
 Net
                  operating losses
              
              $0Goodwill
                  amortization
              
              1,278,000Valuation
                  allowance
              
              (1,278,000)Net
                  deferred tax asset
              
              $0
 
 The
        Company utilized approximately $4,000,000, $1,100,000 and $23,000 of its
        deferred tax asset for the years ended December 31, 2006, 2005 and 2004,
        respectively..
 
 **(4)**
              **Convertible
                  debt**
 
 For
        the
        year ended December 31, 2006, the Company serviced approximately $4.7 million
        of
        convertible debt and accrued interest by issuing 34,010,321 shares of restricted
        common stock
 
 F-11
 
 
 
 
 **NewMarket
        Technology, Inc.**
 **Notes
        to Consolidated Financial Statements**
 
 **(5)**
              **Earnings
                  per share**
 
 Following
        is the disclosure required by
        SFAS 128.
 
 **For
        the year ended December 31,
        2006**
 Income
                  (Numerator)
              
              
              Shares
                  (Denominator)
              
              
              Per-Share
                  Amount**Basic
                  EPS:**Income
                  available to common stockholders
              
              $
              6,243,389
              
              
              
              158,604,032
              
              
              $
              0.04**Effect
                  of Dilutive Securities:**Convertible
                  preferred stock
              
              
              0
              
              
              
              16,430,294Convertible
                  debt
              
              
              0
              
              
              
              40,000,000**Diluted
                  EPS:**Income
                  available to common stockholders + assumed conversions
              
              $
              6,243,389
              
              
              
              215,034,326
              
              
              $
              0.03
 
 
 **For
        the year ended December 31,
        2005**
 Income
                  (Numerator)
              
              
              Shares
                  (Denominator)
              
              
              Per-Share
                  Amount**Basic
                  EPS:**Income
                  available to common stockholders
              
              $
              2,908,949
              
              
              
              95,814,972
              
              
              $
              0.03**Effect
                  of Dilutive Securities:**Convertible
                  preferred stock
              
              
              0
              
              
              
              46,944,200Convertible
                  debt
              
              
              0
              
              
              
              40,000,000**Diluted
                  EPS:**Income
                  available to common stockholders + assumed conversions
              
              $
              154,044
              
              
              
              182,759,172
              
              
              $
              0.02
 
 **For
        the year ended December 31,
        2004**
 Income
                  (Numerator)
              
              
              Shares
                  (Denominator)
              
              
              Per-Share
                  Amount**Basic
                  EPS:**Income
                  available to common stockholders
              
              $
              154,044
              
              
              
              64,218,004
              
              
              $
              0.01**Effect
                  of Dilutive Securities:**Convertible
                  preferred stock
              
              
              0
              
              
              
              4,105,000Convertible
                  debt
              
              
              0
              
              
              
              40,000,000**Diluted
                  EPS:**Income
                  available to common stockholders + assumed conversions
              
              $
              154,044
              
              
              
              108,323,004
              
              
              $
              0.01
 
 F-12
 
 
 
 **NewMarket
        Technology, Inc.**
 **Notes
        to Consolidated Financial Statements**
 
 **(6)**
              **Software**
 
 Infotel,
                  the Company’s wholly-owned Singapore based subsidiary, owns a software
                  package, which Infotel acquired from its former parent, Appiant
                  Technologies, as settlement for debt owed Infotel by Appiant of
                  approximately $8 million. Appiant acquired the software from Cisco.
                  Cisco
                  acquired the software from Amtiva for a reported $100 million.
                  The Company
                  has impaired the value of the software to $5.2 million. In addition,
                  the
                  Company recorded negative goodwill of $1,158,000 as a result of
                  the
                  acquisition of Infotel from the creditors of Appiant. Negative
                  goodwill is
                  spread pro-rata against all long-lived assets of Infotel, rather
                  than
                  being recorded as part of goodwill. This software was the only
                  long-lived
                  asset of Infotel, therefore its book value is further reduced by
                  $1,158,000, leaving a net value of approximately $4 million. The
                  Company
                  believes that this software has a remaining useful life of 10 years
                  from
                  acquisition date, therefore, the Company is amortizing the balance
                  at a
                  rate of approximately $100,000 per
                  quarter.
 
 **(7)**
              **Contingencies**
 
 From
        time
        to time, the Company is involved in various claims and legal actions arising
        in
        the ordinary course of business. Although the amount of any liability that
        could
        arise with respect to currently pending actions cannot be accurately predicted,
        in the opinion of management, the ultimate disposition of these matters will
        not
        have a material adverse effect on the Company's consolidated financial position,
        results of operations, or liquidity.
 
 **(8)**
              **Selected
                  quarterly
                  financial data (unaudited)**
 
 (All
        numbers are in thousands, except
        per share data)
 
 **First**
              
              
              **Second**
              
              
              **Third**
              
              
              **Fourth****Quarter**
              
              
              **Quarter**
              
              
              **Quarter**
              
              
              **Quarter****2006:**Net
                  revenues
              
              $
              17,330
              
              
              
              16,870
              
              
              
              18,975
              
              
              
              24,461Gross
                  margin
              
              $
              5,127
              
              
              
              4,433
              
              
              
              5,456
              
              
              
              6,867Net
                  income
              
              $
              434
              
              
              
              482
              
              
              
              1,379
              
              
              
              3,592Net
                  income/share-basic
              
              $
              0.01
              
              
              
              0.01
              
              
              
              0.01
              
              
              
              0.02Net
                  income/share-diluted
              
              $
              0.01
              
              
              
              0.01
              
              
              
              0.01
              
              
              
              0.01**2005:**Net
                  revenues
              
              $
              10,187
              
              
              
              10,419
              
              
              
              14,211
              
              
              
              15,321Gross
                  margin
              
              $
              4,736
              
              
              
              3,856
              
              
              
              4,641
              
              
              
              5,317Net
                  income
              
              $
              102
              
              
              
              114
              
              
              
              1,229
              
              
              
              1,464Net
                  income/share-basic
              
              $
              0.01
              
              
              
              0.01
              
              
              
              0.01
              
              
              
              0.01Net
                  income/share-diluted
              
              $
              0.01
              
              
              
              0.01
              
              
              
              0.01
              
              
              
              0.01
 
   F-13
 
 **NewMarket
        Technology, Inc.**
 **Notes
        to Consolidated Financial Statements**
 
 
 **(9)**
              **Subsequent
                  events
                  (unaudited)**
 
 In
        February 2007, NewMarket executed a share exchange agreement with Paragon
        Financial Corporation, (“Paragon”), a Delaware corporation,  under
        which the Company will sell its interest in Unione to in exchange for the
        issuance to the Company of a supermajority voting preferred
        stock.  These preferred shares will be deemed at all times as the
        equivalent of ninety-percent (90%) of the common shares of Paragon for voting
        purposes on all matters.  It is anticipated that this transaction will
        close in the second quarter of 2007.
 
 In
        March
        2007, NewMarket executed a definitive agreement with Diamond I, Inc. ("DMOI")
        under which the Company will purchase 2 million shares of DMOI Series B
        Preferred Stock ("Series B shares") to be issued in consideration for cash
        and a
        promissory note to be issued by the Company. The Series B shares will be
        deemed
        at all times as the equivalent of sixty-percent (60%) of the common shares
        of
        DMOI for voting purposes on all matters. It is anticipated that this transaction
        will close in the second quarter of 2007.
 
 In
        the
        first quarter of 2007, the Company issued 11,010,321 shares of common stock
        for
        the conversion of convertible debt and accrued interest.
 
 **(10)**
              **Restatement**
 
 In
          connection with the restatement of the Company’s financial statements for the
          year ended December 31, 2006, the following tables set forth the adjustments
          made to the respective statements in accordance with Paragraph 26 of SFAS
          154:
 
 
 
 **CONSOLIDATED
                    BALANCE SHEET AS OF DECEMBER 31,
                    2006*****ORIGINALLY***
                
                
                
                
                
                ***AS******REPORTED***
                
                
                ***ADJUSTMENTS***
                
                
                ***RESTATED***
                
                
                **NOTE****ASSETS**CURRENT
                    ASSETSCash
                
                $
                3,299,380
                
                
                
                (5,209
                )
                
                $
                3,294,171
                
                
                
                2Accounts
                    receivable
                
                
                12,014,613
                
                
                
                585,739
                
                
                
                12,600,352
                
                
                
                2Inventory
                
                
                900,899
                
                
                
                -
                
                
                
                900,899
                
                
                
                2Prepaid
                    expenses, and othercurrent
                    assets
                
                
                1,027,063
                
                
                
                441,015
                
                
                
                1,468,078
                
                
                
                2Total
                    current assets
                
                
                17,241,955
                
                
                
                
                
                
                
                18,263,500PROPERTY
                    AND EQUIPMENTComputer
                    and office equipment
                
                
                3,286,677
                
                
                
                (379,997
                )
                
                
                2,906,680
                
                
                
                2Less:
                    accum. Depreciation
                
                
                (2,035,310
                )
                
                
                376,937
                
                
                
                (1,658,373
                )
                
                
                2Total
                    property and equipment
                
                
                1,251,367
                
                
                
                
                
                
                
                1,248,307OTHER
                    ASSETSNotes
                    receivable
                
                
                5,150,500
                
                
                
                706,339
                
                
                
                5,856,839
                
                
                
                2Investment
                    in affiliates
                
                
                9,076,400
                
                
                
                (250,000
                )
                
                
                8,826,400
                
                
                
                2Investment
                    in restricted securities
                
                
                -
                
                
                
                875,000
                
                
                
                875,000
                
                
                
                2Goodwill
                
                
                28,698,657
                
                
                
                (2,448,184
                )
                
                
                26,250,473
                
                
                
                2Software
                    code, net
                
                
                3,182,746
                
                
                
                -
                
                
                
                3,182,746Intangibles
                
                
                773,898
                
                
                
                (701,017
                )
                
                
                72,881
                
                
                
                2Total
                    other assets
                
                
                46,882,201
                
                
                
                
                
                
                
                45,064,339Total
                    Assets
                
                $
                65,375,523
                
                
                
                
                
                
                $
                64,576,146**LIABILITIES
                    AND STOCKHOLDERS' EQUITY**CURRENT
                    LIABILITIESAccounts
                    payableTrade
                
                $
                6,029,932
                
                
                
                (2,660,893
                )
                
                $
                3,369,039
                
                
                
                2Related
                    parties
                
                
                7,830
                
                
                
                -
                
                
                
                7,830Accrued
                    expensesTrade
                
                
                1,969,031
                
                
                
                (13,619
                )
                
                
                1,955,412
                
                
                
                2Taxes
                    payable
                
                
                25,348
                
                
                
                -
                
                
                
                25,348Customer
                    deposits
                
                
                224,057
                
                
                
                -
                
                
                
                224,057Current
                    portion, long-term debt
                
                
                227,075
                
                
                
                58,793
                
                
                
                285,868
                
                
                
                2Short-term
                    debt
                
                
                2,620,722
                
                
                
                (243,000
                )
                
                
                2,377,722
                
                
                
                2Total
                    current liabilities
                
                
                11,103,995
                
                
                
                
                
                
                
                8,245,276LONG-TERM
                    LIABILITIESDeferred
                    income tax
                
                
                3,910
                
                
                
                -
                
                
                
                3,910Notes
                    payable
                
                
                9,911,952
                
                
                
                -
                
                
                
                9,911,952Total
                    long-term liabilities
                
                
                9,915,862
                
                
                
                
                
                
                
                9,915,862Total
                    Liabilities
                
                
                21,019,857
                
                
                
                
                
                
                
                18,161,138Minority
                    interest in subsidiaries
                
                
                1,192,416
                
                
                
                55,002
                
                
                
                1,247,418
                
                
                
                1STOCKHOLDERS'
                    EQUITYPreferred
                    stock
                
                
                6
                
                
                
                -
                
                
                
                6Common
                    stock
                
                
                174,165
                
                
                
                -
                
                
                
                174,165Deferred
                    compensation
                
                
                (265,758
                )
                
                
                -
                
                
                
                (265,758
                )Add'l
                    paid-in capital
                
                
                45,840,098
                
                
                
                -
                
                
                
                45,840,098Accum.
                    comp. income
                
                
                646,210
                
                
                
                133,525
                
                
                
                779,735
                
                
                
                1Accum.
                    deficit
                
                
                (3,231,471
                )
                
                
                1,870,814
                
                
                
                (1,360,657
                )
                
                
                1,2Total
                    stockholders' equity
                
                
                43,163,250
                
                
                
                
                
                
                
                45,167,589Total
                    Liabilities and Stockholders' Equity
                
                $
                65,375,523
                
                
                
                
                
                
                $
                64,576,145
 
 
 F-14
 
 
 **STATEMENT
                    OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31,
                    2006*****ORIGINALLY***
                
                
                
                
                
                ***AS******REPORTED***
                
                
                ***ADJUSTMENTS***
                
                
                ***RESTATED***
                
                
                ***NOTES***REVENUES
                
                $
                77,635,622
                
                
                
                -
                
                
                $
                77,635,622COST
                    OF SALES
                
                
                55,752,439
                
                
                
                -
                
                
                
                55,752,439Gross
                    Margin
                
                
                21,883,183
                
                
                
                
                
                
                
                21,883,183OPERATING
                    EXPENSESGeneral
                    & admin. expenses
                
                
                16,635,341
                
                
                
                -
                
                
                
                16,635,341Depreciation
                    & amortization
                
                
                786,173
                
                
                
                -
                
                
                
                786,173Total
                    expenses
                
                
                17,421,514
                
                
                
                
                
                
                
                17,421,514Income
                    from operations
                
                
                4,461,669
                
                
                
                
                
                
                
                4,461,669OTHER
                    INCOME (EXPENSE)Interest
                    income
                
                
                1,023,967
                
                
                
                -
                
                
                
                1,023,967Interest
                    expense
                
                
                (503,714
                )
                
                
                -
                
                
                
                (503,714
                )Foreign
                    currency gain
                
                
                13,298
                
                
                
                -
                
                
                
                13,298Inflation
                    effects
                
                
                (318,539
                )
                
                
                -
                
                
                
                (318,539
                )Gain
                    on sale of subsidiary
                
                
                -
                
                
                
                625,816
                
                
                
                625,816
                
                
                
                2Gain
                    on capital contribution
                
                
                
                
                
                
                1,300,000
                
                
                
                1,300,000
                
                
                
                1Lawsuit
                    settlement
                
                
                (92,124
                )
                
                
                -
                
                
                
                (92,124
                )Other
                    expense
                
                
                (365,810
                )
                
                
                -
                
                
                
                (365,810
                )Other
                    income
                
                
                98,826
                
                
                
                -
                
                
                
                98,826Total
                    other income (expense)
                
                
                (144,096
                )
                
                
                
                
                
                
                1,781,720Net
                    income before income tax andminority
                    interest
                
                
                4,317,573
                
                
                
                
                
                
                
                6,243,389Foreign
                    income tax
                
                
                55,886
                
                
                
                -
                
                
                
                55,886Minority
                    interest in subsidiary
                
                
                245,008
                
                
                
                (55,002
                )
                
                
                300,010
                
                
                
                1Net
                    income
                
                
                4,016,679
                
                
                
                
                
                
                
                5,887,493Other
                    comprehensive incomeForeign
                    currency gain
                
                
                594,583
                
                
                
                133,525
                
                
                
                728,108
                
                
                
                1Comprehensive
                    income
                
                $
                4,611,262
                
                
                
                
                
                
                $
                6,615,601
   
 F-15
 
 
 **CONSOLDATED
                    STATEMENT OF CASH FLOWS FOR THE YEAR ENDED
                    DECEMBER 31, 2006*****ORIGINALLY***
                
                
                
                
                
                ***AS******REPORTED***
                
                
                ***ADJUSTMENTS***
                
                
                ***RESTATED***
                
                
                ***NOTES*****CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Net
                    income
                
                $
                4,016,679
                
                
                
                1,870,815
                
                
                $
                5,887,494
                
                
                
                1,2Adjustments:Minority
                    interest in subsidiary
                
                
                245,008
                
                
                
                (545,018
                )
                
                
                (300,010
                )
                
                
                2Gain
                    on sale of subsidiary
                
                
                -
                
                
                
                (625,816
                )
                
                
                (625,816
                )
                
                
                2Gain
                    on capital contribution
                
                
                -
                
                
                
                (1,300,000
                )
                
                
                (1,300,000
                )
                
                
                2Bad
                    debt
                
                
                1,071
                
                
                
                -
                
                
                
                1,071Stock
                    issued for services
                
                
                1,037,837
                
                
                
                -
                
                
                
                1,037,837Depreciation
                    and amortization
                
                
                786,173
                
                
                
                -
                
                
                
                786,173Changes
                    in assets and liabilities:
                
                
                
                
                
                
                -(Increase)
                    decrease in accounts receivable
                
                
                3,483,934
                
                
                
                (654,003
                )
                
                
                2,829,931
                
                
                
                2(Increase)
                    decrease in inventory
                
                
                370,326
                
                
                
                -
                
                
                
                370,326(Increase)
                    decrease in prepaid expenses
                
                
                660,773
                
                
                
                (1,000,000
                )
                
                
                (339,227
                )
                
                
                2Increase
                    (decrease) in accounts payable-trade
                
                
                (4,721,042
                )
                
                
                1,000,000
                
                
                
                (3,721,042
                )
                
                
                2Increase
                    (decrease) in accounts payable-related
                
                
                (634,596
                )
                
                
                -
                
                
                
                (634,596
                )Increase
                    (decrease) in deposits
                
                
                131,763
                
                
                
                -
                
                
                
                131,763Increase
                    (decrease) in deferred revenue
                
                
                (252,348
                )
                
                
                -
                
                
                
                (252,348
                )Increase
                    (decrease) in accrued expenses
                
                
                (2,103,815
                )
                
                
                1,000,000
                
                
                
                (1,103,815
                )
                
                
                2Increase
                    (decrease) in payables to affiliaites
                
                
                (6
                )
                
                
                -
                
                
                
                (6
                )Increase
                    (decrease) in taxes payable
                
                
                (88,937
                )
                
                
                -
                
                
                
                (88,937
                )Net
                    cash provided by operating activities
                
                
                2,932,820
                
                
                
                
                
                
                
                2,678,798**CASH
                    FLOWS FROM INVESTING ACTIVITIES:**Acquisition
                    of intangible asset
                
                
                (287,652
                )
                
                
                555
                
                
                
                (287,097
                )
                
                
                2Purchase
                    of property and equipment
                
                
                (218,939
                )
                
                
                (97,003
                )
                
                
                (315,942
                )
                
                
                2Net
                    cash used by investing activities
                
                
                (506,591
                )
                
                
                
                
                
                
                (603,039
                )**CASH
                    FLOWS FROM FINANCING ACTIVITIES:**Advances
                    on notes payable
                
                
                1,804,149
                
                
                
                (1,004,149
                )
                
                
                800,000
                
                
                
                2Payments
                    on notes payable
                
                
                (3,887,544
                )
                
                
                341,404
                
                
                
                (3,546,140
                )
                
                
                2Net
                    cash used in financing activities
                
                
                (2,083,395
                )
                
                
                
                
                
                
                (2,746,140
                )Effect
                    of exchange rates on cash
                
                
                (149,975
                )
                
                
                1,008,007
                
                
                
                858,032
                
                
                
                1Net
                    increase in cash
                
                
                192,859
                
                
                
                
                
                
                
                187,651**CASH
                    beginning of period**
                
                
                3,106,521
                
                
                
                
                
                
                
                3,106,521**CASH
                    end of period**
                
                $
                3,299,380
                
                
                
                
                
                
                $
                3,294,172
 
 
 
 Notes
        to adjustments:
 
 (1)
              Adjustments
                  were a result of an error in the accounting treatment of the minority
                  interest in a consolidated subsidiary for the year ended December
                  31,
                  2007.
 (2)
              Adjustments
                  were a result of the removal of the balance sheet of a previously
                  consolidated subsidiary, erroneously included in the original filing
                  of
                  the financial statements on Form 10-K for the year ended December
                  31,
                  2006.  The Company sold its interest in the subsidiary at the
                  end of the third quarter of 2006 but failed to remove the related
                  balance
                  sheet from the previously filed financial
                  statements,
   F-16