-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GSUUjLe2HiHOG8XaLQNDzXQCTqd6bLZKJkTVT4/TXQ8GM/k1SgN7YSDT1gi/WwB7 EKZXM4w3Vh9TaJF+OhXkMg== 0001144204-07-066725.txt : 20071210 0001144204-07-066725.hdr.sgml : 20071210 20071210170422 ACCESSION NUMBER: 0001144204-07-066725 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071210 DATE AS OF CHANGE: 20071210 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: VALENS OFFSHORE SPV II, CORP. GROUP MEMBERS: VALENS U.S. SPV I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NewMarket Technology Inc CENTRAL INDEX KEY: 0001092083 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 650729900 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58889 FILM NUMBER: 071296368 BUSINESS ADDRESS: STREET 1: 14860 MONTFORT DRIVE STREET 2: SUITE 210 CITY: DALLAS STATE: TX ZIP: 75254 BUSINESS PHONE: 9723863372 MAIL ADDRESS: STREET 1: 14860 MONTFORT DRIVE STREET 2: SUITE 210 CITY: DALLAS STATE: TX ZIP: 75254 FORMER COMPANY: FORMER CONFORMED NAME: IPVOICE COMMUNICATIONS INC DATE OF NAME CHANGE: 20010212 FORMER COMPANY: FORMER CONFORMED NAME: IP VOICE COM INC DATE OF NAME CHANGE: 19990729 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Valens Capital Management, LLC CENTRAL INDEX KEY: 0001413179 IRS NUMBER: 208903345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 335 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-541-5800 MAIL ADDRESS: STREET 1: 335 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 v096884_sc-13g.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO. __)* NEWMARKET TECHNOLOGY, INC. ----------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class of Securities) 651627101 --------- (CUSIP Number) November 30, 2007 -------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1 (b) |X| Rule 13d-1 (c) |_| Rule 13d-1 (d) The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 651627101 - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266 - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------- ---------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 19,927,928 shares of Common Stock. * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 19,927,928 shares of Common Stock. * - --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,927,928 shares of Common Stock - --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - --------- ---------------------------------------------------------------------- - --------------------------------- * Based on 199,478,763 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of NewMarket Technology, Inc., a Nevada corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007. As of November 30, 2007, Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Valens US, the "Valens Funds") held (i) a warrant (the "Valens US Warrant") to acquire 8,347,287 Shares, at an exercise price of $0.22 per Share, subject to certain adjustments, (ii) a warrant (the "Valens Offshore Warrant" and together with the Valens US Warrant, the "Warrants") to acquire 3,825,840 Shares, at an exercise price of $0.22 per Share, subject to certain adjustments, (iii) a secured convertible term note (the "Valens US Note") in the aggregate principal amount of $1,800,000, which is convertible into Shares at a conversion rate of $0.20 per Share, subject to certain adjustments, and (iv) a secured convertible term note (the "Valens Offshore Note" and together with the Valens US Note, the "Notes") in the aggregate principal amount of $2,200,000, which is convertible into Shares at a conversion rate of $0.20 per Share, subject to certain adjustments. The Warrants and Notes contain issuance limitations prohibiting the Valens Funds from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Valens Funds of more than 9.99% of the then outstanding Shares (the "Issuance Limitation"). The Issuance Limitations contained in the Warrants shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Valens Funds upon provision of no less than sixty-one (61) days prior written notice to the Company. The Issuance Limitations contained in the Notes may be waived by the Valens Funds upon at least sixty-one (61) days prior notice to the Company and shall automatically become null and void (i) following notice to the Company of the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Valens Funds of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). The Valens Funds are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM, and share voting and investment power over the securities owned by the Valens Funds reported in this Schedule 13G. CUSIP No. 651627101 - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 26-0811267 - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------- ---------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 19,927,928 shares of Common Stock. * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 19,927,928 shares of Common Stock. * - --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,927,928 shares of Common Stock - --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO - --------- ---------------------------------------------------------------------- - --------------------------------- * Based on 199,478,763 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of NewMarket Technology, Inc., a Nevada corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007. As of November 30, 2007, Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Valens US, the "Valens Funds") held (i) a warrant (the "Valens US Warrant") to acquire 8,347,287 Shares, at an exercise price of $0.22 per Share, subject to certain adjustments, (ii) a warrant (the "Valens Offshore Warrant" and together with the Valens US Warrant, the "Warrants") to acquire 3,825,840 Shares, at an exercise price of $0.22 per Share, subject to certain adjustments, (iii) a secured convertible term note (the "Valens US Note") in the aggregate principal amount of $1,800,000, which is convertible into Shares at a conversion rate of $0.20 per Share, subject to certain adjustments, and (iv) a secured convertible term note (the "Valens Offshore Note" and together with the Valens US Note, the "Notes") in the aggregate principal amount of $2,200,000, which is convertible into Shares at a conversion rate of $0.20 per Share, subject to certain adjustments. The Warrants and Notes contain issuance limitations prohibiting the Valens Funds from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Valens Funds of more than 9.99% of the then outstanding Shares (the "Issuance Limitation"). The Issuance Limitations contained in the Warrants shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Valens Funds upon provision of no less than sixty-one (61) days prior written notice to the Company. The Issuance Limitations contained in the Notes may be waived by the Valens Funds upon at least sixty-one (61) days prior notice to the Company and shall automatically become null and void (i) following notice to the Company of the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Valens Funds of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). The Valens Funds are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM, and share voting and investment power over the securities owned by the Valens Funds reported in this Schedule 13G. CUSIP No. 651627101 - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345 - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------- ---------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 19,927,928 shares of Common Stock. * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 19,927,928 shares of Common Stock. * - --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,927,928 shares of Common Stock - --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO - --------- ---------------------------------------------------------------------- - --------------------------------- * Based on 199,478,763 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of NewMarket Technology, Inc., a Nevada corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007. As of November 30, 2007, Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Valens US, the "Valens Funds") held (i) a warrant (the "Valens US Warrant") to acquire 8,347,287 Shares, at an exercise price of $0.22 per Share, subject to certain adjustments, (ii) a warrant (the "Valens Offshore Warrant" and together with the Valens US Warrant, the "Warrants") to acquire 3,825,840 Shares, at an exercise price of $0.22 per Share, subject to certain adjustments, (iii) a secured convertible term note (the "Valens US Note") in the aggregate principal amount of $1,800,000, which is convertible into Shares at a conversion rate of $0.20 per Share, subject to certain adjustments, and (iv) a secured convertible term note (the "Valens Offshore Note" and together with the Valens US Note, the "Notes") in the aggregate principal amount of $2,200,000, which is convertible into Shares at a conversion rate of $0.20 per Share, subject to certain adjustments. The Warrants and Notes contain issuance limitations prohibiting the Valens Funds from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Valens Funds of more than 9.99% of the then outstanding Shares (the "Issuance Limitation"). The Issuance Limitations contained in the Warrants shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Valens Funds upon provision of no less than sixty-one (61) days prior written notice to the Company. The Issuance Limitations contained in the Notes may be waived by the Valens Funds upon at least sixty-one (61) days prior notice to the Company and shall automatically become null and void (i) following notice to the Company of the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Valens Funds of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). The Valens Funds are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM, and share voting and investment power over the securities owned by the Valens Funds reported in this Schedule 13G. CUSIP No. 651627101 - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------- ---------- ------------------------------------------------ NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. * SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 19,927,928 shares of Common Stock. * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 19,927,928 shares of Common Stock. * - --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,927,928 shares of Common Stock - --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - --------- ---------------------------------------------------------------------- - -------------------------------- * Based on 199,478,763 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of NewMarket Technology, Inc., a Nevada corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007. As of November 30, 2007, Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Valens US, the "Valens Funds") held (i) a warrant (the "Valens US Warrant") to acquire 8,347,287 Shares, at an exercise price of $0.22 per Share, subject to certain adjustments, (ii) a warrant (the "Valens Offshore Warrant" and together with the Valens US Warrant, the "Warrants") to acquire 3,825,840 Shares, at an exercise price of $0.22 per Share, subject to certain adjustments, (iii) a secured convertible term note (the "Valens US Note") in the aggregate principal amount of $1,800,000, which is convertible into Shares at a conversion rate of $0.20 per Share, subject to certain adjustments, and (iv) a secured convertible term note (the "Valens Offshore Note" and together with the Valens US Note, the "Notes") in the aggregate principal amount of $2,200,000, which is convertible into Shares at a conversion rate of $0.20 per Share, subject to certain adjustments. The Warrants and Notes contain issuance limitations prohibiting the Valens Funds from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Valens Funds of more than 9.99% of the then outstanding Shares (the "Issuance Limitation"). The Issuance Limitations contained in the Warrants shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Valens Funds upon provision of no less than sixty-one (61) days prior written notice to the Company. The Issuance Limitations contained in the Notes may be waived by the Valens Funds upon at least sixty-one (61) days prior notice to the Company and shall automatically become null and void (i) following notice to the Company of the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Valens Funds of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). The Valens Funds are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM, and share voting and investment power over the securities owned by the Valens Funds reported in this Schedule 13G. CUSIP No. 651627101 - --------- ---------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin - --------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - --------- ---------------------------------------------------------------------- 3 SEC USE ONLY - --------- ---------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------- ---------- ------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.* SHARES ---- -------------------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER: 19,927,928 shares of Common Stock. * OWNED BY ---- -------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. * REPORTING ---- -------------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER: 19,927,928 shares of Common Stock. * - --------- ---------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,927,928 shares of Common Stock - --------- ---------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - --------- ---------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% - --------- ---------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - --------- ---------------------------------------------------------------------- - -------------------------------- * Based on 199,478,763 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of NewMarket Technology, Inc., a Nevada corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007. As of November 30, 2007, Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Valens US, the "Valens Funds") held (i) a warrant (the "Valens US Warrant") to acquire 8,347,287 Shares, at an exercise price of $0.22 per Share, subject to certain adjustments, (ii) a warrant (the "Valens Offshore Warrant" and together with the Valens US Warrant, the "Warrants") to acquire 3,825,840 Shares, at an exercise price of $0.22 per Share, subject to certain adjustments, (iii) a secured convertible term note (the "Valens US Note") in the aggregate principal amount of $1,800,000, which is convertible into Shares at a conversion rate of $0.20 per Share, subject to certain adjustments, and (iv) a secured convertible term note (the "Valens Offshore Note" and together with the Valens US Note, the "Notes") in the aggregate principal amount of $2,200,000, which is convertible into Shares at a conversion rate of $0.20 per Share, subject to certain adjustments. The Warrants and Notes contain issuance limitations prohibiting the Valens Funds from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Valens Funds of more than 9.99% of the then outstanding Shares (the "Issuance Limitation"). The Issuance Limitations contained in the Warrants shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Valens Funds upon provision of no less than sixty-one (61) days prior written notice to the Company. The Issuance Limitations contained in the Notes may be waived by the Valens Funds upon at least sixty-one (61) days prior notice to the Company and shall automatically become null and void (i) following notice to the Company of the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Valens Funds of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). The Valens Funds are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM, and share voting and investment power over the securities owned by the Valens Funds reported in this Schedule 13G. CUSIP No. 651627101 Item 1(a). Name of Issuer: NewMarket Technology, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 14860 Montfort Drive, Suite 210 Dallas, TX 75254 Item 2(a). Name of Person Filing: Valens Capital Management, LLC. This Schedule 13G is also filed on behalf of Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Offshore SPV II, Corp., a Delaware corporation, Eugene Grin and David Grin. Valens Capital Management, LLC manages Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp.. Eugene Grin and David Grin, through other entities, are the controlling principals of Valens Capital Management, LLC, and share voting and investment power over the shares owned by Valens Capital Management, LLC, Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. Information related to each of Valens Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp., Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: c/o Valens Capital Management, LLC, 335 Madison Avenue, 10th Floor, New York, NY 10017 Item 2(c). Citizenship: Delaware Item 2(d). Title of Class of Securities: Common Stock ("Common Stock") Item 2(e). CUSIP Number: 651627101 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 19,927,928 shares of Common Stock (b) Percent of Class: 9.99% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock.* (ii) shared power to vote or to direct the vote: 19,927,928 shares of Common Stock. * (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock. * (iv) shared power to dispose or to direct the disposition of: 19,927,928 shares of Common Stock. * Item 5. Ownership of Five Percent or Less of a Class: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not applicable Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below, I certify to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - ----------------------------------- * Based on 199,478,763 shares of the common stock, par value $0.001 per share (the "Shares") outstanding of NewMarket Technology, Inc., a Nevada corporation (the "Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007. As of November 30, 2007, Valens U.S. SPV I, LLC ("Valens US") and Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Valens US, the "Valens Funds") held (i) a warrant (the "Valens US Warrant") to acquire 8,347,287 Shares, at an exercise price of $0.22 per Share, subject to certain adjustments, (ii) a warrant (the "Valens Offshore Warrant" and together with the Valens US Warrant, the "Warrants") to acquire 3,825,840 Shares, at an exercise price of $0.22 per Share, subject to certain adjustments, (iii) a secured convertible term note (the "Valens US Note") in the aggregate principal amount of $1,800,000, which is convertible into Shares at a conversion rate of $0.20 per Share, subject to certain adjustments, and (iv) a secured convertible term note (the "Valens Offshore Note" and together with the Valens US Note, the "Notes") in the aggregate principal amount of $2,200,000, which is convertible into Shares at a conversion rate of $0.20 per Share, subject to certain adjustments. The Warrants and Notes contain issuance limitations prohibiting the Valens Funds from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Valens Funds of more than 9.99% of the then outstanding Shares (the "Issuance Limitation"). The Issuance Limitations contained in the Warrants shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), and may be waived by the Valens Funds upon provision of no less than sixty-one (61) days prior written notice to the Company. The Issuance Limitations contained in the Notes may be waived by the Valens Funds upon at least sixty-one (61) days prior notice to the Company and shall automatically become null and void (i) following notice to the Company of the occurrence and during the continuance of an Event of Default (as defined in and pursuant to the terms of the applicable instrument), or (ii) upon receipt by the Valens Funds of a Notice of Redemption (as defined in and pursuant to the terms of the applicable instrument). The Valens Funds are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of VCM, and share voting and investment power over the securities owned by the Valens Funds reported in this Schedule 13G. CUSIP No. 651627101 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 10, 2007 ---------------- Date Valens Capital Management, LLC /s/ Eugene Grin ---------------- Eugene Grin Principal CUSIP No. 651627101 APPENDIX A A. Name: Valens Capital Management, LLC, a Delaware limited liability company 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware B. Name: Valens U.S. SPV I, LLC, a Delaware limited liability Company c/o Valens Capital Management, LLC 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware C. Name: Valens Offshore SPV II, Corp., a Delaware corporation c/o Valens Capital Management, LLC 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware D. Name: David Grin Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Principal Occupation: Principal of Valens Capital Management, LLC Citizenship: Israel E. Name: Eugene Grin Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Principal Occupation: Principal of Valens Capital Management, LLC Citizenship: United States CUSIP No. 651627101 Each of Valens Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp., David Grin and Eugene Grin hereby agree, by their execution below, that the Schedule 13G to which this Appendix A is attached is filed on behalf of each of them, respectively. Valens Capital Management, LLC Valens U.S. SPV I, LLC Valens Offshore SPV II, Corp. By Valens Capital Management, LLC individually and as investment manager /s/ David Grin - ----------------------------------------- David Grin Authorized Signatory December 10, 2007 /s/ David Grin - ----------------------------------------- David Grin December 10, 2007 /s/ Eugene Grin - ----------------------------------------- Eugene Grin December 10, 2007 -----END PRIVACY-ENHANCED MESSAGE-----