UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2006

                                       or

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

                 For the transition period from ______ to ______

                        Commission File Number: 000-27917

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



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

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

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


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



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

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


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

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

DOCUMENTS INCORPORATED BY REFERENCE:

None




<PAGE>

                           NewMarket Technology, Inc.

                           ANNUAL REPORT ON FORM 10-K

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006


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

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

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

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



                                     PART I

Item 1. Description of Business

Forward-Looking Information

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

All  subsequent  written and oral  forward-looking  statements  attributable  to
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.


<PAGE>

The Company

                             History of the Business

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

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

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

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

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

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

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


<PAGE>

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

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

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


                           Current Corporate Strategy:

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

Our Principal Products/Services:

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

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

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

Revenue/Products Breakdown:

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

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


<PAGE>

     o    Security

                                 Our Customers:

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


                             Our Billing Practices:

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

                               Geographic Markets:

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

                                   Marketing:

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

                        Competitive Business Conditions:

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

                            Suppliers/Raw Materials:

Our principal suppliers are provided below:

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

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

                        Patents, Trademarks and Licenses:

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

     o    IPVoice

<PAGE>

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

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

                               Regulatory Matters:

Federal

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

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

Canadian

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

State

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

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

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


<PAGE>

                               Future Regulation:

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

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

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

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

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

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

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

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

Environmental

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

                            Research and Development:

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

                                   Employees:

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


<PAGE>

                             Available Information:

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

Item 1A. Risk Factors

Risks Related to Our Company

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

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

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

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

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

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

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

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

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

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

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

Rapid technological change could render our products and services obsolete.

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


<PAGE>

reliability of our products and services, particularly in response to
competitive offerings. Our success also will depend, in part, on our ability:

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

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

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

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

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

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

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

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

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

Risks Related to Our Industry

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

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

Risks Related to Our Capital Stock

The public market for our common stock may be volatile.

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

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


<PAGE>

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

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

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

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

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

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

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Description of Properties

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

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

Item 3. Legal Proceedings

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

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

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


<PAGE>

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

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

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

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

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

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

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

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



                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

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



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


<PAGE>

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



                                    Holders:

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

                                   Dividends:

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

                    Recent Sales of Unregistered Securities:

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

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

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

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

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


Item 6.  Selected Financial Data

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

<TABLE>
<CAPTION>
                                                                           Year ended December 31,
                                                          ----------------------------------------------------------
                                                                2006       2005       2004       2003       2002
                                                                ----       ----       ----       ----       ----

SELECTED STATEMENT OF OPERATIONS DATA

<S>                                                        <C>             <C>        <C>         <C>          <C>
  Net sales                                                $    77,636     50,138     24,977      2,347        959

  Net income (loss)                                        $     4,017      2,909        243        195     (1,318)

  Net income (loss) per weighted avg. common share-basic   $      0.03       0.03       0.01       0.01      (0.03)
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
SELECTED BALANCE SHEET DATA

<S>                                                        <C>              <C>        <C>        <C>       <C>
  Working capital (deficiency)                             $     6,138      6,142      2,199      1,260     (1,450)

  Total assets                                             $    65,376     51,512     25,149      7,580      2,756

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

  Stockholders' equity (deficiency)                        $    43,163     32,766     17,143      4,942       (315)
</TABLE>


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

                           Forward-Looking Statements:

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

Overview

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

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

Overall sales in fiscal year 2006 were $77,635,622 which resulted in net income
of $4,016,679. The comprehensive net income for 2006 is $4,611,262, which
represents an adjustment to compensate for the risk associated with foreign
profits and the potential conversion of foreign currency.

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

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

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

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

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

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

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


<PAGE>

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

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

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

Net income increased thirty eight percent (38%) from $2,908,949 for the year
ended December 31, 2005 to $4,016,679 for the year ended December 31, 2006. 2006
net income represented 5.2% 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 seventy one percent (71%) from
$2,699,076 for the year ended December 31, 2005 to $4,611,262 for the year ended
December 31, 2006. 2006 comprehensive net income represented 5.9% 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.

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

Net sales increased over one hundred percent (100%) 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 one hundred thirty five percent (135%) from $13,453,358
for the year ended December 31, 2004 to $31,587,560 for the year ended December
31, 2005. This increase was primarily due to the corresponding increase in
overall sales. Our cost of sales, as a percentage of sales 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 sixty nine percent (69%) from $5,995,152 for the
year ended December 31, 2004 to $10,105,543 for the year ended December 31,
2005. Management is working to keep Compensation 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 seven hundred and eighty eight percent
(1,788%) from $154,044 for the year ended December 31, 2004 to $2,908,949 for
the year ended December 31, 2005. 2005 net income represented 5.8% 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 five hundred and forty nine percent (549%) 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


<PAGE>

were due primarily to the implementation of the previously herein described new
business model implemented in June 2002 and the corresponding herein described
acquisitions starting with VTI in June 2002 in addition to the operations and
growth from the acquired assets and the investment in operations made to effect
such growth.

Liquidity and Capital Resources

The Company's cash balance at December 31, 2006 increased $192,859 from
$3,106,521 as of December 31, 2005, to $3,299,380. The increase was the result
of a combination of loan proceeds totaling $1,804,149 and cash flows from
operations totaling $2,932,820, offset by cash used for repayment of loans
totaling $3,887,544, investing activities totaling $506,591, and the effect of
exchange rates on cash totaling $149,975. Operating activities for the year
ended December 31, 2006 exclusive of changes in operating assets and liabilities
provided $6,086,768, as well as a decrease in receivables and other current
assets of $4,515,033, offset by a decrease in accounts payable and accrued and
other current liabilities of $7,668,981.

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

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

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

Item 8. Financial Statements and Supplementary Data

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

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

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

Item 9A. Controls and Procedures

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

Item 9B. Other Information

None.

                                    PART III

Item 10. Directors and Officers of the Registrant

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


<PAGE>

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



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

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

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

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

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


Section 16(a) Beneficial Ownership Reporting Compliance

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


<PAGE>

Audit Committee and Charter

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


Code of Ethics

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

Item 11. Executive Compensation

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


Summary Compensation



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


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

Option Grants in 2006

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

Option Exercises in 2006 and 2006 Year-End Option Values

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

Compensation of Directors

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


<PAGE>

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

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

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



Item 12. Security Ownership of Certain Beneficial Owners and Management

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

Beneficial ownership is a technical term broadly defined by the SEC to mean more
than ownership in the usual sense. In general, beneficial ownership includes any
shares a director, executive officer or other 5% holder can vote or transfer,
shares subject to stock options and warrants that are exercisable currently or
become exercisable within 60 days and shares subject to convertible securities
that are convertible currently or within 60 days. These shares are considered to
be outstanding for the purpose of calculating the percentage of ownership of the
stockholder holding these options, warrants or convertible securities, but are
not considered to be outstanding for the purpose of calculating the percentage
ownership of any other person. Percentage ownership is based on 174,165,284
shares of common stock and the cumulative shares of convertible preferred stock
(each share of preferred stock is, at the holder's option, convertible into
shares of common stock, subject to certain antidilution protection) outstanding
as of December 31, 2006 and resulting in a fully diluted weighted average of
215,034,964 shares of common stock. Except as otherwise noted, the stockholders
named in this table have sole voting and dispositive power for all shares shown
as beneficially owned by them.



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



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

Item 13. Certain Relationships and Related Transactions

None

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:
<PAGE>


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

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



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


                                     PART IV


Item 15. Exhibits and Financial Statement Schedules

(a) Financial Statements

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

     Independent Registered Public Accounting Firm Report

     Consolidated Balance Sheets as of December 31, 2006 and 2005

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

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

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

     Notes to Consolidated Financial Statements

(b) Financial Statement Schedules

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

(c) Exhibits

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.)


<PAGE>

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

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

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

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

* Filed Herewith


                                   Signatures

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

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


Date:   April 17, 2007


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


Date:   April 17, 2007


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




<PAGE>

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


/s/ Philip M. Verges
---------------------            Chief Executive Officer and     April 17, 2007
   Philip M. Verges              Chairman of the Board

/s/ Philip J. Rauch
---------------------            Chief Financial Officer and     April 17, 2007
   Philip J. Rauch               Director

/s/ James Mandel
---------------------            Director                        April 17, 2007
   James Mandel

/s/ Bruce Noller
---------------------            Director                        April 17, 2007
   Bruce Noller

/s/ Hugh G. Robinson
---------------------            Director                        April 17, 2007
   Hugh G. Robinson



<PAGE>


                          INDEX TO FINANCIAL STATEMENTS



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

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

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

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

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

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




                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the accompanying balance sheet of NewMarket Technology, Inc., as
of December 31, 2006 and 2005, and the related consolidated statements of
operations and comprehensive income, stockholders' equity and cash flows for the
years then ended.. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of NewMarket Technology, Inc. and
subsidiaries as of December 31, 2006 and 2005, and the results of operations and
cash flows for each of the years then ended, in conformity with accounting
principles generally accepted in the United States of America.




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




                           NewMarket Technology, Inc.
                                      F-5

                                      F-15
<PAGE>

<TABLE>
<CAPTION>
                           Consolidated Balance Sheet
                                  December 31,

                                ASSETS                                               2006               2005
                                                                               ------------------ ----------------
CURRENT ASSETS
<S>                                                                            <C>                <C>
   Cash                                                                        $3,299,380         $3,106,521
   Accounts receivable, net of allowance of $86,032 and $55,936                12,014,613         15,060,648
   Inventory, at cost                                                          900,899            1,237,063
   Prepaid expenses, deposits and other current assets                         1,027,063          1,239,323
                                                                               ------------------ ----------------
          Total current assets                                                 17,241,955         20,643,555
                                                                               ------------------ ----------------
PROPERTY AND EQUIPMENT
   Computer and office equipment                                               3,286,677          2,499,759
   Less: Accumulated depreciation                                              (2,035,310)        (1,914,000)
                                                                               ------------------ ----------------
          Total property and equipment                                         1,251,367          585,759
                                                                               ------------------ ----------------
OTHER ASSETS
   Notes receivable including accrued interest                                 5,150,500          3,324,541
   Investment in unconsolidated affiliates/subsidiaries                        9,076,400          1,012,512
   Deposit on investment in unconsolidated affiliates                          0                  1,250,000
   Goodwill                                                                    28,698,657         21,091,034
   Software code, net of accumulated amortization                              3,182,746          3,219,254
   Intangible property                                                         773,898            385,532
                                                                               ------------------ ----------------
          Total other assets                                                   46,882,201         30,282,873
                                                                               ------------------ ----------------
Total Assets                                                                   $65,375,523        $51,512,187
                                                                               ================== ================
                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable
      Trade                                                                    $6,029,932         $9,512,436
      Related parties                                                          7,830              21,668
   Accrued expenses
      Trade                                                                    1,969,031          2,357,329
      Income and sales tax payable                                             25,348             109,653
   Deferred revenue                                                            0                  252,348
   Customer deposits                                                           224,057            93,723
   Current portion of long-term debt                                           227,075            236,771
   Short-term debt                                                             2,620,722          1,918,303
                                                                               ------------------ ----------------
          Total current liabilities                                            11,103,995         14,502,231
                                                                               ------------------ ----------------
LONG-TERM LIABILITIES
   Deferred income tax liability                                               3,910              3,552
   Notes payable                                                               9,911,952          4,240,379
                                                                               ------------------ ----------------
          Total long-term liabilities                                          9,915,862          4,243,931
                                                                               ------------------ ----------------
Total Liabilities                                                              21,019,857         18,746,162
                                                                               ------------------ ----------------
Minority interest in consolidated subsidiaries                                 1,192,416          0
                                                                               ------------------ ----------------
STOCKHOLDERS' EQUITY
   Senior convertible preferred stock, $0.001 par value, authorized
     10,000,000 shares; Series A, 100; Series C 925 and 2,303; Series D 0
     and 550;
      Series E 750 and 1,100; Series F 2,000 and 3,000; Series G 200
and 4,900; Series H 1,035 and 1,300 and; Series I 975 and 1,300 issued
and outstanding at December 31, 2006 and 2005, respectively                    6                  15
   Common stock, $0.001 par value, 300,000,000 shares authorized;
     174,165,284 and 108,737,365 issued and outstanding at December 31,
     2006 and 2005, respectively                                               174,165            108,737
   Deferred compensation                                                       (265,758)          (629,145)
   Additional paid-in capital                                                  45,840,098         40,482,944
   Accumulated comprehensive income (loss)                                     646,210            51,627
   Accumulated deficit                                                         (3,231,471)        (7,248,151)
                                                                               ------------------ ----------------
          Total stockholders' equity                                           43,163,250         32,766,027
                                                                               ------------------ ----------------
Total Liabilities and  Stockholders' Equity                                    $65,375,523        $51,512,189
                                                                               ================== ================
</TABLE>
                                      F-5

                                      F-15
<PAGE>

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

                                                                                2006             2005           2004
                                                                        ---------------  --------------- ---------------
   REVENUES
<S>                                                                     <C>              <C>             <C>
      Services revenue                                                  $67,847,261      $39,148,965     $14,575,415
      Contract revenues                                                 3,847,945        3,063,681       3,237,743
      Product revenues                                                  5,940,416        7,925,048       7,163,976
                                                                        ---------------  --------------- ---------------
                Total revenues                                          77,635,622       50,137,694      24,977,134
   COST OF SALES
       Services COS                                                     48,262,075       23,882,781      6,149,952
       Contract COS                                                     2,698,207        1,657,292       2,114,694
       Product COS                                                      4,792,157        6,047,487       5,188,712
                                                                        ---------------  --------------- ---------------
               Total Cost of sales                                      55,752,439       31,587,560      13,453,358
                                                                        ---------------  --------------- ---------------
             Gross Margin                                               21,883,183       18,550,134      11,523,776
   OPERATING EXPENSES:
      Employee compensation                                             10,305,045       10,105,543      5,995,152
      General and administrative expenses                               5,138,833        4,026,123       3,335,294
      Selling and marketing                                             1,191,463        616,383         925,680
      Research & Development                                            0                110,844         63,251
      Depreciation and amortization                                     786,173          621,775         588,087
      Bad debt expense                                                  0                0               157,363
      Warranty reserve                                                  0                0               28,109
      Inventory reserve                                                 0                0               253,587
                                                                        ---------------  --------------- ---------------
             Total expenses                                             17,421,514       15,480,668      11,346,523
                                                                        ---------------  --------------- ---------------
   Income (Loss) from operations                                        4,461,669        3,069,466       177,253
                                                                        ---------------  --------------- ---------------
   OTHER INCOME (EXPENSE):
      Interest income                                                   1,023,967        449,538         169,335
      Interest expense                                                  (503,714)        (449,227)       (155,487)
      Foreign currency transaction gain (loss)                          13,298           3,662           (9,081)
      Inflation effects                                                 (318,539)        (12,873)        46,331
      Bad debt expense recoupment                                       0                574,712         0
      Gain on debt forgiveness                                          0                203,872         0
      Lawsuit settlement expense                                        (92,124)         (818,372)       0
      Other expense                                                     (365,810)        (174,506)       0
      Other income                                                      98,826           119,259         14,188
                                                                        ---------------  --------------- ---------------
             Total other income (expense)                               (144,096)        (103,935)       65,286
                                                                        ---------------  --------------- ---------------
   Net income before income tax (credit) and minority interest          4,317,573        2,965,531       242,539
      Foreign income tax (credit)                                       55,886           56,582          (21,734)
      Minority interest in consolidated subsidiary income (loss)        (245,008)        0               (66,761)
                                                                        ---------------  --------------- ---------------
   Net income                                                           4,016,679        2,908,949       154,044
   Other comprehensive income (loss)
      Foreign currency translation gain (loss)                          594,583          (209,873)       261,500
                                                                        ---------------  --------------- ---------------
   Comprehensive income                                                 $4,611,262       $2,699,076      $415,544
                                                                        ===============  =============== ===============
   Income per weighted average common share - basic                     $         0.03   $         0.03  $         0.01
                                                                        ===============  =============== ===============
   Income per weighted average common share - fully diluted             $         0.02   $         0.02  $         0.01
                                                                        ===============  =============== ===============
   Number of wtd average common shares outstanding - basic              158,604,670      95,814,972      64,218,004
                                                                        ===============  =============== ===============
   Number of wtd average common shares outstanding -  fully diluted
                                                                        215,034,964      182,759,172     108,323,004
                                                                        ===============  =============== ===============
</TABLE>
                                      F-5

                                      F-15
<PAGE>

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

                                                 Par Value of Stock                           Accum                    Total
                              Number of Shares                       Additional               Comp                     Stockholders'
                           --------------------- ------------------   Paid-In     Deferred   Income     Accumulated     Equity
                            Pfd         Common    Pfd      Common      Capital    Comp       (Loss)     Deficit
                           --------------------- ------ ----------- ------------- ----------- ---------- ------------- -----------

BEGINNING  BALANCE,
<S>                        <C>       <C>         <C>    <C>         <C>           <C>         <C>        <C>           <C>
 December 31, 2003         3,903     50,934,786  4      50,935      15,202,578    0           0          (10,327,859)  5,137,826
Conversion of Series B
 pref. stock               (503)     1,075,257   (1)    1,075       (1,074)       0           0          0             0
Conversion of debt to
 common stock              0         25,087,115  0      25,087      4,303,756     0           0          0             4,328,843
Issuance of common stock
 for services              0         2,668,845   0      2,669       796,621       (714,500)   0          0             84,790
Issuance of common stock
 for acquisition           0         2,000,000   0      2,000       977,000       0           0          0             979,000
Issuance of Series D
 pref. stock               550       0           1      0           364,999       0           0          0             365,000
Issuance of Series E
 pref. stock               2,000     0           2      0           1,999,998     0           0          0             2,000,000
Issuance of Series F
 pref. stock               3,000     0           3      0           2,999,997     0           0          0             3,000,000
Amortization of deferred
 compensation              0         0           0      0           0             607,222     0          0             607,222
Other comprehensive
 income (loss)             0         0           0      0           0             0           261,500    0             261,500
Net income                 0         0           0      0           0             0           0          170,759       170,759
                           --------------------- ------ ----------- ------------- ----------- ---------- ------------- -----------
BALANCE,
 December 30, 2004         8,950     81,766,003  9      81,766      26,643,875    (107,278)   261,500    (10,157,100)  16,722,772
Conversion of Series C
 pref. stock               (997)     1,673,300   (1)    1,673       (1,672)       0           0          0             0
Conversion of Series E
 pref. stock               (900)     2,373,757   (1)    2,374       (2,373)       0           0          0             0
Conversion of debt to
 Series G pref stock       4,900     0           5      0           4,899,995     0           0          0             4,900,000
Issuance of Series H
 pref stock                1,300     0           1      0           1,299,999     0           0          0             1,300,000
Issuance of Series I
 pref stock                1,400     0           2      0           1,399,998     0           0          0             1,400,000
Issuance of common
 stock for loan penalty    0         100,000     0      100         62,400        0           0          0             62,500
Conversion of debt to
 common stock              0         18,572,309  0      18,572      4,311,208     0           0          0             4,329,780
Issuance of common stock
 for services              0         3,700,000   0      3,700       1,370,075     (1,050,075) 0          0             323,700
Issuance of common stock
 - settle lawsuit          0         551,996     0      552         499,438       0           0          0             499,990
Amortization of deferred
 compensation              0         0           0      0           0             528,208     0          0             528,208
Other comprehensive
 income (loss)             0         0           0      0           0             0           (209,872)  0             (209,872)
Net income                 0          0          0      0           0             0           0          2,908,949     2,908,949
                           --------------------- ------ ----------- ------------- ----------- ---------- ------------- -----------
BALANCE,
 December 31, 2005         14,653    108,737,365 15     108,737     40,482,943    (629,145)   51,628     (7,248,151)   32,766,027
Conversion of preferred
 stock                     (9,168)   29,589,555  (9)    29,590      (29,581)      0           0          0             0
Conversion of debt to
 common stock              0         34,010,321  0      34,010      4,692,447     0           0          0             4,726,457
Issuance of common stock
 for services              0         1,828,043   0      1,828       694,289       (661,450)   0          0             34,667
Amortization of deferred
 compensation              0         0           0      0           0             1,024,837   0          0             1,024,837
Other comprehensive
 income (loss)             0         0           0      0           0             0           594,582    0             594,582
Net income                 0         0           0      0           0             0           0          4,016,680     4,016,680
                           --------------------- ------ ----------- ------------- ----------- ---------- ------------- -----------
ENDING BALANCE,
 December 31, 2006         5,485     174,165,284 $6     $174,165    $45,840,098   $(265,758)  $646,210   $(3,231,471)  $43,163,250
                           ===================== ====== =========== ============= =========== ========== ============= ===========
</TABLE>
                                      F-5

                                      F-15
<PAGE>

<TABLE>
<CAPTION>
NewMarket Technology, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31,
  CASH FLOWS FROM OPERATING ACTIVITIES:                                               2006          2005          2004
                                                                                  ------------- -------------  ------------
<S>                                                                               <C>           <C>            <C>
  Net income                                                                      $4,016,679    $2,908,949     $154,044
  Adjustments to reconcile net income to net cash used by operating activities:
      Minority interest in consolidated subsidiary income (loss)                  245,008       0              66,761
     Bad debt, warranty and inventory reserves                                    1,071         (375,953)      439,059
     Stock issued for services                                                    1,037,837     851,908        692,012
     Depreciation and amortization                                                786,173       621,775        588,087
  Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                   3,483,934     (10,070,604)   (2,711,737)
     (Increase) decrease in inventory                                             370,326       208,651        181,004
     (Increase) decrease in prepaid expenses and deposits                         660,773       (196,420)      (40,869)
     Increase (decrease) in accounts payable - trade                              (4,721,042)   6,491,064      217,141
     Increase (decrease) in accounts payable - related parties                    (634,596)     (59,742)       205,591
     Increase (decrease) in customer deposits                                     131,763       146,821        548,575
     Increase (decrease) in deferred revenue                                      (252,348)     252,348        112,525
     Increase (decrease) in accrued expenses                                      (2,103,815)   620,188        192,384
     Increase (decrease) in payables to affiliates                                (6)           57,794         (137,734)
     Increase (decrease) in income taxes payable                                  (88,937)      31,025         (238,645)
                                                                                  ------------- -------------  ------------

  Net cash provided by operating activities                                       2,932,820     1,487,804      268,198
                                                                                  ------------- -------------  ------------

  CASH FLOWS FROM INVESTING ACTIVITIES:
     Notes receivable advances                                                    0             (1,215,000)    0
     Investment in unconsolidated affiliates                                      0             (1,283,512)    (1,283,512)
     Acquisition of intangible asset                                              (287,652)     (56,000)       (478,185)
     Purchase of property and equipment                                           (218,939)     0              (90,133)
                                                                                  ------------- -------------  ------------

  Net cash used by investing activities                                           (506,591)     (2,554,512)    (1,851,830)
                                                                                  ------------- -------------  ------------

  CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on capital leases                                                   0             0              (20,926)
     Advances on notes payable                                                    1,804,149     2,177,156      2,304,613
     Payments on notes payable                                                    (3,887,544)   (732,348)      (317,630)
     Advances on short term line of credit                                        0             495,171        0
     Payments on short term line of credit                                        0             (45,815)       (286,287)
     Cash purchased in acquisitions                                               0             0              795,512
                                                                                  ------------- -------------  ------------

  Net cash provided by financing activities                                       (2,083,395)   1,894,164      2,475,282
                                                                                  ------------- -------------  ------------

  Effect of exchange rates on cash                                                (149,975)     (276,838)      32,170
                                                                                  ------------- -------------  ------------

  Net increase (decrease) in cash and equivalents                                 192,859       550,618        923,820
                                                                                  ------------- -------------  ------------

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

  CASH, end of period                                                             $3,299,380    $3,106,521     $2,555,903
                                                                                  ============= =============  ============

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

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

                                      F-15
<PAGE>

                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

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


          The Company

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

          Use of estimates

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

          Significant acquisitions

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

          Principles of consolidation

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

          Consolidation

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

                                      F-5

                                      F-15
<PAGE>

                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

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

          Equity Method

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

          Under the equity method, the Company reports:

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

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

          Earnings per share

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

          Stock compensation for services rendered

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

          Property and equipment

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

          Intangibles

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

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

                                      F-8

                                      F-15
<PAGE>

                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

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

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

          Revenue recognition

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

          Concentration of risk - geographic

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

          Investment in unconsolidated affiliates/subsidiaries

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

                                      F-8

                                      F-15
<PAGE>

                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

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

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

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

          Recent issued accounting pronouncements

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

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

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

(2) Stockholders' Equity

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

                                      F-8

                                      F-15
<PAGE>

                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(2) Stockholders' Equity (Continued)

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

          During the year ended December 31, 2006, the Company issued 29,589,555
          shares of common stock to convert 1,378 shares of Series C, 550 shares
          of Series D, 950 shares of Series E,  1,000  shares of Series F, 4,700
          shares of Series G, 265  shares of Series H and 325 shares of Series I
          preferred  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  convert
          $7,355,500  of  convertible  debt and accrued  interest,  or $0.21 per
          share.

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

(3) Income Taxes

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

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

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

(4) Convertible debt

          For the year ended December 31, 2006, the Company  retired  $7,355,500
          of convertible debt by issuing  34,010,321 shares of restricted common
          stock

                                      F-8

                                      F-15
<PAGE>


                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(5) Earnings per share

          Following is the disclosure required by SFAS 128.

<TABLE>
<CAPTION>
         For the year ended December 31, 2006
                                                           Income (Numerator)        Shares (Denominator)       Per-Share Amount
                                                          ---------------------     -----------------------     ------------------
          Basic EPS:
<S>                                                                 <C>                        <C>                          <C>
          Income available to common stockholders                   $4,317,573                 158,604,032                  $0.03
          Effect of Dilutive Securities:
          Convertible preferred stock                                        0                  16,430,294
          Convertible debt                                                   0                  40,000,000
                                                          ---------------------     -----------------------
          Diluted EPS:
          Income available to common stockholders +
          assumed conversions                                       $4,317,573                 215,034,326                  $0.02
                                                          =====================     =======================     ==================


         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                  46,944,200
          Convertible debt                                                   0                  40,000,000
                                                          ---------------------     -----------------------
          Diluted EPS:
          Income available to common stockholders +
          assumed conversions                                         $154,044                 182,759,172                $0.02
                                                          =====================     =======================       ==============

         For the year ended December 31, 2004
                                                           Income (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                   4,105,000
          Convertible debt                                                   0                  40,000,000
                                                          ---------------------     -----------------------
          Diluted EPS:
          Income available to common stockholders +
          assumed conversions                                         $154,044                 108,323,004                  $0.01
                                                          =====================     =======================     ==================
</TABLE>
                                      F-8

                                      F-15
<PAGE>

                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements

(6) Software

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

(7) Contingencies

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

(8) Selected quarterly financial data (unaudited)

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

<TABLE>
<CAPTION>
                                          First           Second            Third          Fourth
                                         Quarter          Quarter           Quarter        Quarter
                                    ------------------ --------------- ---------------- ----------------

2006:

<S>                                  <C>                  <C>               <C>            <C>
Net revenues                         $      17,330        16,870            18,975         24,461

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

Net income                           $         434        482               1,379          1,722

Net income/share-basic               $        0.01        0.01              0.01           0.01

Net income/share-diluted             $        0.01        0.01              0.01           0.01

2005:

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

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

Net income                           $         102        114               1,229          1,464

Net income/share-basic               $        0.01        0.01              0.01           0.01

Net income/share-diluted             $        0.01        0.01              0.01           0.01
</TABLE>


                                      F-8

                                      F-15
<PAGE>

                           NewMarket Technology, Inc.
                   Notes to Consolidated Financial Statements


(9) Subsequent events (unaudited)

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

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

          In the first quarter of 2007, the Company issued  3,530,706  shares of
          common  stock to convert  214 shares of Series E, 300 shares of Series
          F, 200 shares of Series G and 434 shares of Series I preferred  stock.
          In the first quarter of 2007, the Company issued  1,200,000  shares of
          common stock for services to one party.  This agreement is prospective
          for 1 year. In the first quarter of 2007, the Company issued 8,500,000
          shares  of  common  stock  to  convert  approximately   $1,827,500  of
          convertible debt and accrued interest.




                                      F-8

                                      F-15