**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**





(Mark
      One)





**[X]**
            **QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      quarterly period ended June 30, 2007





**[  
                ]**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT**





For
      the
      transition period from ____________ to ______________





Commission
      file number: 333-131948





**DATA
      CALL TECHNOLOGIES, INC.**


(Name
      of
      small business issuer in its charter)





**Nevada**
            **30-0062823**(State
                of organization)
            (I.R.S.
                Employer Identification No.)





**600
      Kenrick, Suite B-12, Houston, Texas 77060**


(Address
      of principal executive offices)





**(832)
      230-2376**


(Registrant's
      telephone number)





Check
      whether the registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the 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
      [   ]





As
      of
      August 16, 2007, 67,762,100 shares of Common Stock of the issuer were
      outstanding ("Common Stock").





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





Traditional
      Small Business Disclosure Format (Check One): Yes [   ] No
      [X].











**PART
      I. FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**




**DATA
                  CALL TECHNOLOGIES, INC.**(A
                  Development Stage Company)**Condensed
                  Balance Sheets**June
                  30, 2007 and December 31, 2006(Unaudited)Assets
              
              2007
              
              
              2006(Audited)Current
                  assets:Cash
              
              $
              66,145
              
              
              $
              281,699Accounts
                  receivable, net
              
              
              35,570
              
              
              
              10,024Total
                  current assets
              
              
              101,715
              
              
              
              291,723Property
                  and equipment
              
              
              118,304
              
              
              
              118,304Less
                  accumulated depreciation
              
              
              50,045
              
              
              
              36,888Net property and equipment
              
              
              68,259
              
              
              
              81,416Other
                  assets
              
              
              5,255
              
              
              
              5,255Total
                  assets
              
              $
              175,229
              
              
              $
              378,394Liabilities
                  and Stockholders' EquityCurrent
                  liabilities:Accounts
                  payable
              
              
              73,531
              
              
              
              87,521Short-term note payable to shareholder
              
              
              -
              
              
              
              50,000Total
                  current liabilities
              
              
              73,531
              
              
              
              137,521Redeemable
                  common stock
              
              
              204,400
              
              
              
              204,400Total
                  liabilities
              
              
              277,931
              
              
              
              341,921Stockholders'
                  equity (deficit):Preferred stock, $.001 par value. Authorized 10,000,000
                  shares:None
                  issued.
              
              
              -
              
              
              
              -Common stock, $.0001 par value.  Authorized 200,000,000
                  shares:64,618,100
                  shares issued and outstanding at June 30, 2007,58,368,100 shares issued and outstanding at December 31,
                  2006
              
              
              64,618
              
              
              
              58,368Additional
                  paid-in capital
              
              
              6,837,185
              
              
              
              6,088,164Deficit
                  accumulated during the development stage
              
              
              (6,923,951
              )
              
              
              (6,069,782
              )(22,148
              )
              
              
              76,750Deferred
                  stock compensation
              
              
              (80,554
              )
              
              
              (40,277
              )Total stockholders' equity (deficit)
              
              
              (102,702
              )
              
              
              36,473Total liabilities and stockholders' equity
              
              $
              175,229
              
              
              $
              378,394See
                  accompanying notes to financial statements.
 
  2
 **DATA
                  CALL TECHNOLOGIES, INC.**(A
                  Development Stage Company)**Condensed
                  Statements of Operations**Three
                  and six months ended June 30, 2007 and 2006(Unaudited)Cumulativetotal
                  frominception
                  toThree
                  months ended June 30,
              
              
              Six
                  months ended June 30,
              
              
              June
                  30,2007
              
              
              2006
              
              
              2007
              
              
              2006
              
              
              2007RevenuesSales
              
              $
              47,373
              
              
              $
              14,777
              
              
              $
              55,413
              
              
              $
              16,465
              
              
              $
              130,610Cost
                  of sales
              
              
              13,462
              
              
              
              -
              
              
              
              20,207
              
              
              
              -
              
              
              
              77,823Gross
                  margin
              
              
              33,911
              
              
              
              14,777
              
              
              
              35,206
              
              
              
              16,465
              
              
              
              52,787Operating
                  expenses:Employee
                  compensation
              
              
              204,093
              
              
              
              176,491
              
              
              
              591,574
              
              
              
              633,756
              
              
              
              4,021,589Contractual
                  services
              
              
              -
              
              
              
              1,120
              
              
              
              25,000
              
              
              
              25,120
              
              
              
              844,574Legal
                  and accounting
              
              
              32,308
              
              
              
              38,632
              
              
              
              119,673
              
              
              
              85,298
              
              
              
              744,629Product
                  development costs
              
              
              -
              
              
              
              41,869
              
              
              
              15,056
              
              
              
              57,964
              
              
              
              399,978Travel
              
              
              24,691
              
              
              
              30,061
              
              
              
              76,643
              
              
              
              89,022
              
              
              
              360,136Office
                  and equipment rental
              
              
              6,336
              
              
              
              10,959
              
              
              
              16,751
              
              
              
              16,952
              
              
              
              125,638Office
                  supplies and expenses
              
              
              6,981
              
              
              
              7,243
              
              
              
              8,624
              
              
              
              8,834
              
              
              
              175,882Telephone
              
              
              5,813
              
              
              
              6,494
              
              
              
              13,831
              
              
              
              12,132
              
              
              
              97,480Advertising
              
              
              2,000
              
              
              
              2,485
              
              
              
              2,000
              
              
              
              7,461
              
              
              
              55,654Other
              
              
              -
              
              
              
              -
              
              
              
              7,067
              
              
              
              3,010
              
              
              
              101,134Depreciation
                  expense
              
              
              6,578
              
              
              
              9,250
              
              
              
              13,156
              
              
              
              11,443
              
              
              
              50,044Total
                  operating expenses
              
              
              288,800
              
              
              
              324,604
              
              
              
              889,375
              
              
              
              950,992
              
              
              
              6,976,738Net
                  loss before income taxes
              
              
              (254,889
              )
              
              
              (309,827
              )
              
              
              (854,169
              )
              
              
              (934,527
              )
              
              
              (6,923,951
              )Provision
                  for income taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net loss
              
              $
              (254,889
              )
              
              $
              (309,827
              )
              
              $
              (854,169
              )
              
              $
              (934,527
              )
              
              $
              (6,923,951
              )Net
                  loss applicable to common shareholders:Basic and diluted
              
              $
              (0.00
              )
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              $
              (0.02
              )Weighted
                  average sharesBasic and diluted
              
              
              63,325,600
              
              
              
              53,268,100
              
              
              
              62,015,984
              
              
              
              52,442,500See
                  accompanying notes to financial statements.
 3
  **DATA
                  CALL TECHNOLOGIES, INC.**(A
                  Development Stage Company)**Condensed
                  Statements of Cash Flows**Six
                  months ended June 30, 2007 and 2006(Unaudited)Cumulativetotals
                  frominception
                  toJune
                  30,2007
              
              
              2006
              
              
              2007Cash
                  flows from operating activities:Net loss
              
              $
              (854,169
              )
              
              $
              (934,527
              )
              
              $
              (6,923,951
              )Adjustments
                  to reconcile net loss to netcash used in operating activities:Depreciation
              
              
              13,157
              
              
              
              11,443
              
              
              
              50,045Common
                  stock issued for services
              
              
              125,000
              
              
              
              264,015
              
              
              
              3,047,781Stock
                  options and warrants issued for services
              
              
              130,271
              
              
              
              -
              
              
              
              130,271Amortization
                  of deferred compensation
              
              
              9,723
              
              
              
              -
              
              
              
              9,723(Increase)
                  decrease in operating assets:Accounts receivable
              
              
              (25,546
              )
              
              
              (5,614
              )
              
              
              (25,546
              )Other assets
              
              
              -
              
              
              
              -
              
              
              
              (5,255
              )Increase
                  (decrease) in operating liabilities:Accounts payable
              
              
              (13,990
              )
              
              
              (2,884
              )
              
              
              73,531Accrued expenses
              
              
              -
              
              
              
              (20,000
              )
              
              
              -Accrued salaries and related liabilities
              
              
              -
              
              
              
              13,750
              
              
              
              -Net cash used in operating activities
              
              
              (615,554
              )
              
              
              (673,817
              )
              
              
              (3,643,401
              )Cash
                  flows from investing activities:Purchase
                  of property and equipment
              
              
              -
              
              
              
              (8,330
              )
              
              
              (118,304
              )Net cash used in investing activities
              
              
              -
              
              
              
              (8,330
              )
              
              
              (118,304
              )Cash
                  flows from financing activities:Proceeds from issuance of common shares under private
                  placement
              
              
              400,000
              
              
              
              195,000
              
              
              
              3,623,450Proceeds from issuance of redeemable common sharesunder
                  private placement
              
              
              -
              
              
              
              -
              
              
              
              204,400Net cash provided by financing activities
              
              
              400,000
              
              
              
              195,000
              
              
              
              3,827,850Net increase (decrease) in cash
              
              
              (215,554
              )
              
              
              (487,147
              )
              
              
              66,145Cash
                  at beginning of year
              
              
              281,699
              
              
              
              671,228
              
              
              
              -Cash
                  at end of period
              
              $
              66,145
              
              
              $
              184,081
              
              
              $
              66,145See
                  accompanying notes to financial statements.
 
  4


**DATA
      CALL TECHNOLOGIES, INC.**




**Notes
      to Financial statements**


**(1)           General**





Data
      Call Technologies, Inc. (the
      "Company") was incorporated under the laws of the State of Nevada in
      2002.  The Company's mission is to integrate cutting-edge information
      delivery solutions that are currently deployed by the media, and put them within
      the control of retail and commercial enterprises.  The Company's
      software and services put its clients in control of real-time advertising,
      news,
      and other content, including emergency alerts, within one building or 10,000,
      local or thousands of miles away.  The Company is as development stage
      company.





The
      accompanying unaudited financial statements have been prepared in accordance
      with U. S. generally accepted accounting principles (“GAAP”) for interim
      financial information and with the instructions to Form
      10-QSB.  Accordingly, they do not include all of the information and
      footnotes required by GAAP for complete financial statements.  In the
      opinion of management, all adjustments (consisting of normal recurring
      adjustments) considered necessary for a fair presentation have been
      included.  Operating results for the six months period ended June 30,
      2007 are not indicative of the results that may be expected for the year ending
      December 31, 2007.





As
      contemplated by the Securities and Exchange Commission (SEC) under Rules of
      Regulation S-B, the accompanying financial statements and related footnotes
      have
      been condensed and do not contain certain information that will be included
      in
      the Company's annual financial statements and footnotes thereto.  For
      further information, refer to the Company's audited consolidated financial
      statements and related footnotes thereto included in the Company's annual report
      on Form 10-KSB for the year ended December 31, 2006.





**(2)           Use
      of Estimates**





The
      preparation of financial statements in conformity with U. S. GAAP requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period.  Actual results could vary from
      those estimates.





**(3)**
            **Recent
                Accounting Pronouncements**





In
      June
      2006, the FASB issued FIN No. 48, *Accounting for Uncertainty in Income Taxes
– an interpretation of FASB Statement No. 109,* which clarifies the
      accounting for uncertainty in income taxes recognized in an enterprise’s
      financial statements in accordance with FASB Statement No. 109, *Accounting
      for Income Taxes.*The interpretation prescribes a recognition
      threshold and measurement attribute for the financial statement recognition
      and
      measurement of a tax position taken or expected to be taken in a tax return.
      FIN
      No. 48 requires recognition of tax benefits that satisfy a greater than 50%
      probability threshold.  FIN No. 48 also provides guidance on
      derecognition, classification, interest and penalties, accounting in interim
      periods, disclosure, and transition.  FIN No. 48 is effective for us
beginning
      January 1, 2007.  We are assessing the potential impact that
      the adoption of FIN No. 48 will have on our financial
      statements


5


**DATA
        CALL TECHNOLOGIES, INC.**
  **Notes
        to Financial statements**


In
      May
      2005, the Financial Accounting Standards Board (*“FASB”*) issued
      Statement of Financial Accounting Standard (*“SFAS”*) No. 154,
*Accounting Changes and Error Corrections*.  SFAS No. 154
      replaces Accounting Principles Board Opinion No. 20, *Accounting
      Changes*, and SFAS No. 3, *Reporting Accounting Changes in Internal
      Financial Statements*, and changes the requirements for the accounting for
      and reporting of a change in accounting principle.  SFAS No. 154
      requires retrospective application of changes in accounting principle to prior
      periods’ financial statements, unless it is impracticable to determine either
      the period-specific effects or the cumulative effect of the change. SFAS No.
      154
      is effective for accounting changes and corrections of errors made in fiscal
      years beginning after December 15, 2005.  The Company adopted
      SFAS No. 154 on January 1, 2006.  Any impact on the
      Company’s consolidated results of operations and earnings per share will be
      dependent on the amount of any accounting changes or corrections of errors
      whenever recognized.




In
      2006,
      the Financial Accounting Standards Board issued the following:




-
      SFAS
      No. 155: *Accounting for Certain Hybrid Financial
      Instruments*




*-
      SFAS No. 156: Accounting for Servicing of Financial Assets*




*-
      SFAS
      No. 157: Fair Value Measurements*




*-
      SFAS No. 158: Employers’ Accounting for Defined Benefit Pension and Other
      Postretirement Plans*




*-
      SFAS No. 159: The Fair Value Option for Financial Assets and Financial
      Liabilities—Including an amendment of FASB Statement No. 115*




*-
      FIN
      No. 48: Accounting for Uncertainty in Income Taxes—an interpretation of FASB
      Statement No. 109*




Management
      has reviewed these new standards and believes that they have no impact on the
      financial statements of the Company at this time; however, they may apply
      in the future.




**(4)           Capital
      Stock, Options and Warrants**





The
      Company is authorized to issue up to 10,000,000 shares of Preferred Stock,
      $.001
      par value per share, of which none are presently outstanding.  The
      Preferred Stock may be issued in one or more series, the terms of which may
      be
      determined at the time of issuance by the Board of Directors, without further
      action by stockholders, and may include voting rights (including the right
      to
      vote as a series on particular matters), preferences as to dividends and
      liquidation, conversion, redemption rights and sinking fund
      provisions.





The
      Company is authorized to issue up to 200,000,000 shares of Common Stock, of
      which 64,618,100 shares were issued and outstanding at June 30, 2007, and
      13,550,000 shares were reserved for issuance pursuant to the exercise of
      outstanding stock options and warrants as of June 30, 2007.





6


**DATA
      CALL TECHNOLOGIES, INC.**




**Notes
      to Financial statements**


In
      addition to the amount of common shares issued and outstanding as noted above,
      2,044,000 shares were issued and are in the hands of shareholders at June 30,
      2007; however, these shares are not included in the Company’s permanent equity
      at March 1, 2007.  These shares are considered “Redeemable Common
      Stock” and are included in the financial statements as a long-term
      liability.





During
      the six-month period ended June 30, 2007, the Company issued options to the
      Company’s Chief Executive Officer, Chief Financial Officer and the Chief
      Operating Officer to purchase 2,000,000, 500,000 and 1,250,000 shares,
      respectively, of the Company’s common stock at a price of $.10 per
      share.  The options expire three years from the date of the grant
      (January 17, 2007).  The options were valued at $43,875 and were
      granted for services previously performed; therefore, the total amount was
      expensed and is included in stock-based compensation for the six month period
      ended June 30, 2007.  During June 2007, the Company issued 2,000,000
      warrants to the Company Vice President of Operations to purchase the Company's
      common stock at a price of $.10 per share.  The warrants will vest
      over a three-year period and will expire three years from the vesting date
      of
      the warrants.  The warrants were valued at $104,800, and will be
      amortized over a 36-month period.  $2,913 were amortized to expense
      during the six months ended June 30, 2007.





During
      the six-month period ended June 30, 2007, the Company issued options to three
      employees to purchase 2,650,000 shares of the Company’s common stock at a price
      of $.10 per share.  The options expire three years from the date of
      the grant (January 17 through February 7, 2007).  The options were
      valued at $31,605 and were granted for services previously performed; therefore,
      the total amount was expensed and is included in stock-based compensation for
      the three-month period ended June 30, 2007.





The
      following table summarizes information about options and warrants outstanding
      at
      June 30, 2007 and 2006:




Shares
              
              
              Weighted
                  Average Exercise Price June 30, 2007
              
              
              Shares
              
              
              Weighted
                  Average Exercise Price June 32, 2006Outstanding
                  at beginning of year
              
              
              
              
              
              
              3,500,000
              
              
              $
              .10
              
              
              
              3,000,000
              
              
              $
              .10Granted
              
              
              
              
              
              
              12,050,000
              
              
              
              .10
              
              
              
              500,000
              
              
              
              .10Exercised
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Canceled
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Outstanding
                  at end of year
              
              
              
              
              
              
              15,550,000
              
              
              $
              .10
              
              
              
              3,500,000
              
              
              $
              .10Weighted
                  average fair value of options and
                warrants
                  granted during the period
              
              
              
              
              
              
              .10
              
              
              $
              .10
              
              
              None
              
              
              $
              .1015,550,000
              
              
              $
              .10
              
              
              3,000,000
              
              
              $
              .10


Stock-based
      compensation is composed of the following for the June six-month ended June
      30,
      2007:




Options
                  and warrants
              $
              130,271Stock-based
                  compensation at fair value
              
              134,723Total
                  stock-based compensation expense
              $
              264,994


**(5)**          
        **Going
        Concern**
  ****The
        Company is a development stage corporation with limited capital. Successful
        development and marketing of the Company’s products and the procurement of
        additional financing is necessary for the Company to continue as a going
        concern.
  In
        view of these matters, realization of a major portion of the assets in the
        accompanying balance sheet is dependent upon continued operations of the
        Company. Management believes that actions presently being taken to obtain
        additional equity financing will provide the opportunity to continue as a
        going
        concern.


7


**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





CERTAIN
      STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-QSB (THIS "FORM 10-QSB"),
      CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF
      THE
      SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM
      ACT OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY
      ALL,
      OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF
      FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD",
      OR
      "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE
      TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES.
      SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
      AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR
      ACHIEVEMENTS OF DATA CALL TECHNOLOGIES, INC. ("DATA CALL", THE "COMPANY", "WE",
      "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE
      OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
      REFERENCES IN THIS FORM 10-QSB, UNLESS ANOTHER DATE IS STATED, ARE TO JUNE
      30,
      2007.





**BUSINESS
      HISTORY:**





Data
      Call
      Technologies, Inc. ("Data Call," "we," and "us") was incorporated on April
      4,
      2002, as Data Call Wireless. We subsequently filed Articles of Amendment with
      the Nevada Secretary of State and changed our name to Data Call Technologies
      on
      June 19, 2003. On March 1, 2006, we filed Amended and Restated Articles of
      Incorporation with the Secretary of State of Nevada to change our name to Data
      Call Technologies, Inc., and to increase the authorized shares of common stock
      to 200,000,000 shares and to authorize 10,000,000 shares of preferred
      stock.





**Business
      Operations**





We
      currently offer our Direct Lynk Messenger service to customers through the
      Internet. The Direct Lynk Messenger Service is a streaming Digital Signage
      product and real-time information service which provides "cafeteria-style"
      client selection (via our website, www.datacalltech.com) of a wide range of
      up-to-date information, as well as custom messaging services for display. The
      Direct Lynk Messenger service is able to work as a stand alone service for
      customers' displays, and/or to work concurrently with customers' existing
      digital signage.





Digital
      Signage is a relatively new and exciting method advertisers can use to promote,
      inform, educate, and entertain clients and customers about their businesses
      and
      products. Through Digital Signage, companies and businesses can use a single
      television or a series of flat screen televisions to market their services
      and
      products on site to their clients and customers in real time. Additionally,
      because Digital Signage advertising takes place in real time, businesses can
      change their marketing efforts at a moments notice. We believe this real time
      advertising better allows companies to tailor their advertising to individual
      customers, and thereby advertise and sell inventory which appeals to those
      individual customers, thereby increasing sales and revenues. Benefits to Digital
      Signage compared to regular print or video advertising include, being able
      to
      immediately change a digitally displayed image or advertisement depending on
      the
      businesses current clients and customers, and not getting locked into print
      advertising days or months in advance, which may become stale or obsolete prior
      to the advertising date of such print advertising.





Data
      Call
      specializes in allowing its clients to create their own Digital Signage
      advertising on the fly, through a portal on its website, www.datacalltech.com.
      Our clients are able to pick and choose which of our text feeds (described
      below) they would like to stream from our website, across the Internet, to
      television sets at their establishments. The only requirements our clients
      must
      have are 1) a supported third party video decoder box, which receives the data
      stream from our website via the Internet and converts that data stream
      into video images which are then displayed on a television set and 2) an
      Internet connection. The Direct Lynk System is supported by various third party
      video decoder boxes, which usually cost between $500 and $2,000, such as those
      marketed by MagicBox, Inc. ("Magicbox"), Texas Digital Systems, Inc., ChyTV,
      Scala, Adaptive LED, 3M Company, Keywest Technologies and Vertigo X Media,
      which
      are about the size of a standard VCR and which convert the digital signal
      received from the Internet into text and graphics which can be displayed on
      a
      standard television screen. As explained in greater detail below, we currently
      have dealer agreements in place with ChyTV and Keywest Technologies and a
      reseller agreement in place with Texas Digital Systems, Inc. Our information
      can
      either stream across the bottom, top or sides of the screen, depending on the
      customers preferences.


8





Our
      clients are able to select which of the streaming text feeds they wish to stream
      from our website to their televisions, which can be displayed at the bottom,
      top
      or side of a television screen. Clients can have their televisions on any
      channel or show video from any source, including VCRs and DVDs, and can add
      the
      Direct Lynk stream to the top or bottom of such signal without interrupting
      the
      original video being displayed. In this way, the Direct Lynk System adds to
      information already being displayed on televisions at a client's
      establishment.





The
      Direct Lynk System not only allows customers to select from the pre-determined
      streaming information services described below, but also allows customers to
      add
      their own user defined text messages and advertising to the streaming data
      feed,
      by picking and choosing what information they would like to stream to their
      televisions. The client can therefore have any text they would like stream
      across predefined television screens at a moments notice, and pick which
      individual locations and which televisions they would like to receive our feeds.
      For example, an individual who owns a bar may wish to offer a specialized drink
      special during the final minutes of a football game, and by quickly entering
      the
      drink special and message into our website during the game, which caters
      specifically to the current patrons he has, that individual would be able to
      broadcast that message to any or all of their televisions almost instantaneously
      and take advantage of the customers that he has at that moment. Similarly,
      an
      individual who owns a supermarket with televisions throughout to advertise
      items
      for sale, may notice that certain of his fruit products are nearing their
      expiration date, and by broadcasting a message over the television sets may
      be
      able to sell those fruit products at a discount before they spoil, saving
      himself money in the long run.





The
      current types of information, which a client is able to stream through to their
      televisions through the Direct Lynk System include:





o
            Headline
                News top world and national news headlines (six headlines updated
                every 30
                minutes);o
            Business
                News top business headlines (six headlines updated every 30
                minutes);o
            Financial
                Highlights world-based financial indicators (ten indicators updated
                every
                30 minutes during NYSE market hours);o
            Entertainment
                News top entertainment headlines (six headlines updated every 30
                minutes);o
            Science
                News top science headlines (six headlines updated every 30
                minutes);o
            Quirky
                News Bits latest off-beat news headlines (six headlines updated every
                30
                minutes);o
            Sports
                Headlines top sports headlines (six headlines updated every 30
                minutes)o
            Latest
                Sports Lines - latest sports odds for NFL, NBA, NHL, NCAA Football
                and
                NCAA Basketball (currently set by Sportsbook.com, but subject to
                change);


9





o
            National
                Football League latest game schedule (updated once per day) and in-game
                updates (updated continuously);o
            National
                Basketball Association - latest game schedule (updated once per day)
                and
                in-game updates (updated continuously);o
            Major
                League Baseball - latest game schedule (updated once per day) and
                in-game
                updates (updated continuously);o
            National
                Hockey League - latest game schedule (updated once per day) and in-game
                updates (updated continuously);o
            NCAA
                Football - latest game schedule (updated once per day) and in-game
                updates
                (updated continuously) ;o
            NCAA
                Men's Basketball - latest game schedule (updated once per day) and
                in-game
                updates (updated continuously);o
            Professional
                Golf Association top 10 leaders continuous updated throughout the
                four-day
                tournament;o
            NASCAR
                top 10 race positions updated every 20 laps throughout the
                race;o
            Major
                league soccer;o
            Arena
                Football;o
            Computer
                industry news;o
            Listings
                of the day's horoscopes;o
            Listings
                of the birthdays of famous persons born on each day;o
            Amber
                alerts;o
            Listings
                of historical events which occurred on each day in history;
                ando
            Localized
                Traffic and Weather Forecasts.





In
      addition to the above information categories and the client-generated messages,
      we may, at our discretion, include a Public Service Announcement, third-party
      advertisement (for additional revenue streams) and/or a Data Call tag line
      to
      our streaming text advertising in the future.





As
      of
      August 15, 2007, we had approximately twenty-six clients who pay us subscription
      fees in connection with our Direct Lynk feeds, which subscription fees totaled
      $58,009 for the year ended December 31, 2006, and $55,413 for the six months
      ended June 30, 2007.





**Patents,
      Trademarks & Licenses**





We
      have
      no patents, patent applications, trademarks, trademark applications or licenses
      covering our Direct Lynk Messenger service. We may choose to file a patent
      application in the future, if our management feels it is in our best interest
      and raises sufficient capital to pay for the legal costs associated with such
      filing, but we
      currently have no plans to file such application. As we have no current patents
      on our technology, we can provide future investors no assurances that another
      company does not already have a patent on our technology, that we are not in
      violation of such patent, if one exists, and/or that we can assert patent rights
      against another company that utilizes the same technology as
      us.


10





**Recent
      Events:**




On
      January 2, 2007, our Board of Directors voted to appoint Everett Poe as our
      Executive Vice President and Tim Vance, a Director of us as our Chief Operating
      Officer effective January 3, 2007. Mr. Vance accepted the appointment and has
      served as our Chief Operating Officer since January 3, 2007, and Mr. Poe
      declined the appointment to serve as our Executive Vice President.





Effective
      January 15, 2007, we entered into a Warrant Amendment Agreement (the “Warrant
      Amendment”) with Everett Poe, our former Vice President of Sales, which amended
      the terms of our June 1, 2006 Warrant Agreement (the “Warrant”) entered into
      with Mr. Poe. The Warrant Amendment amended the terms of Mr. Poe’s original
      Warrant, to allow Mr. Poe the ability to transfer the Warrant; provided that
      Mr.
      Poe would immediately vest all of the 500,000 Warrants (previously, he was
      to
      vest 1/3 of the Warrants upon the expiration of each year he remained employed
      by us); and provided Mr. Poe a cashless exercise provision in connection with
      the exercise of the Warrant.





On
      February 27, 2007, our Board of Directors approve the grant of an aggregate
      of
      1,500,000 options to purchase shares of our common stock to Everett Poe, a
      former employee, which options are exercisable for three years from the date
      they were granted for an exercise price of $0.10 per share. On February 27,
      2007, our Board of Directors also approved the issuance of 1,000,000 shares
      of
      common stock to Mr. Poe.  Effective August 8, 2007, Mr. Poe’s
      employment with the Company was terminated. Mr. Poe was paid the compensation
      he
      had earned as of the date of his termination and will retain the warrants he
      had
      vested as of his termination date; but will not receive any other severance
      pay from the Company.





On
      or
      about April 26, 2007, we entered into a services agreement with AudioStocks
      Inc.
      (“AudioStocks”). Pursuant to the agreement, AudioStocks agreed to assign two
      individuals to work on our account, in connection with shareholder
      communications, to introduce us to their market maker, investment bank and
      broker/dealer, to place a feature placement of our company on their website,
      AudioStocks.com, to interview our key management one-on-one, which interview
      shall be placed on their website, and to undertake various other promotion
      services on our behalf. The agreement will be in effect for a period of 180
      days, and we agreed to issue AudioStocks 250,000 restricted shares of common
      stock, which shares have been issued to AudioStocks.





On
      or
      about August 2, 2007, we entered into a services agreement with Stockguru.com
      (“Stockguru”), whereby Stockguru agreed to provide us investor awareness
      coverage on its webpage, and to distribute our press releases and trade
      alerts.  The period of the services agreement was for 90 days, and we
      agreed to issue Stockguru 300,000 restricted shares of common stock in
      connection with such services agreement.





On
      or
      about August 7, 2007, we entered into a services agreement with WallStreet
      Direct, Inc. (“WallStreet”).  Pursuant to the agreement, which has a
      term of three months, WallStreet agreed to perform certain services for us
      in
      connection with an investor awareness campaign, including drafting and
      disseminating certain press releases, audiomercials, and to use its best efforts
      to permute a market in our common stock on its webpage.  In
      consideration for the services to be performed by WallStreet, we issued
      WallStreet 800,000 shares of restricted common stock.





Effective
      June 15, 2007, we entered into a one year Executive Employment Agreement with
      Ed
      Kessing, to serve as our Vice President of Operations (the “Employment
      Agreement”).  The Employment Agreement automatically renews for
      additional one year terms, unless either party gives the other of their intent
      to terminate within sixty days of such renewal date, for us to three
      years.   In consideration for Mr. Kessing agreeing to the terms
      of the Employment Agreement, we agreed to pay Mr. Kessing a one time fee of
      $5,000, to pay him $85,000 per year, to issue him 500,000 share of restricted
      common stock, and to grant him 2,000,000 warrants to purchase shares of the
      Company’s common stock (the “Warrants”).  The Warrants are exercisable
      for shares of the Company’s common stock at an exercise price of $0.10 per share.  Mr.
      Kessing is to vest 500,000 of the Warrants upon the day prior to the one (1)
      year anniversary of the Effective Date of this Employment Agreement, June 14,
      2008; 500,000 of the Warrants upon the day prior to the two (2) year anniversary
      of the Effective Date of the Employment Agreement, June 14, 2009 and 1,000,000
      Warrants upon the day prior to the third (3) anniversary of the Effective Date
      of the Employment Agreement, June 14, 2010 (each a “Vesting Date”), assuming
      that Executive is still employed under his Employment Agreement on each such
      Vesting Dates.  The Warrants expire if unexercised upon the earlier
      of: the third (3) anniversary of their Vesting Date; or one hundred and twenty
      (120) days after termination of Mr. Kessing’s employment with the
      Company.


11





The
      Employment Agreement terminates:





(a)
      in
      the event that Mr. Kessing suffers an injury, illness, or incapacity of such
      character as to prevent him from performing his duties without reasonable
      accommodation for a period of more than thirty (30) consecutive days upon us
      giving at least thirty (30) days written notice of termination to
      him;





(b)
      upon
      the death of Mr. Kessing;





(c)
      at
      any time because of, (i) the conviction of Mr. Kessing of an act or acts
      constituting a felony or other crime involving moral turpitude, dishonesty
      or
      theft or fraud; (ii) his gross negligence in the performance of his duties
      under
      the Employment Agreement; or (iii) his lack of performance of the duties he
      is
      to perform pursuant to the Employment Agreement;





(d)
      additionally, the executive may terminate his employment for "good reason"
      by
      giving us ten (10) days written notice if: (i) he is assigned, without his
      express written consent, any duties materially inconsistent with his positions,
      duties, responsibilities, or status with us, or a change in his reporting
      responsibilities or titles as in effect as of the date hereof; (ii) his
      compensation is reduced; or (iii) we do not pay any material amount of
      compensation due under the Employment Agreement and then fails either to pay
      such amount within the ten (10) day notice period required for termination
      hereunder or to contest in good faith such notice; and





(e)
      we
      may terminate his employment at any time without cause.





In
      the
      event Mr. Kessing’s employment is terminated under (a) through (c) above, Mr.
      Kessing is entitled to all compensation earned by him through the date of his
      termination, and shall be entitled only to the Warrants that he has bested
      as of
      the date of termination, which warrants shall be valid for a period of 120
      days
      following such termination.





In
      the
      event Mr. Kessing’s employment is terminated under (d) or (e) Mr. Kessing will
      be entitled to receive as severance pay in a one time lump sum payment payable
      within Thirty (30) days of his termination an amount equal to any and all of
      Executive’s salary remaining to be paid under the Employment Agreement, subject
      to a $50,000 maximum payment and he will automatically vest that years tranche
      of Warrants (e.g., if he is terminated pursuant to (d) or (e) three months
      into
      the second year of the term of the Employment Agreement, he will automatically
      vest the Warrants he would have vested on the day prior to the second
      anniversary of the effective date of the Employment Agreement, but shall not
      vest any additional Warrants which have not been vested as of that date), and
      such warrants shall be exercisable until the earlier of three (3) years from
      their Vesting Date or three years from the date of his termination pursuant
      to
      (d) or (e).





In
      August
      2007, we sold an aggregate of 200,000 shares of our common stock to an unrelated
      company for $20,000 or $0.10 per share. Although the 200,000 shares have not
      been physically issued as of the date of this filing, they have been included
      in
      the number of issued and outstanding shares disclosed throughout this Form
      10-QSB.





12


**PLAN
      OF OPERATIONS**





The
      following discussion should be read in conjunction with our financial
      statements.





We
      believe that we can continue our business operations for approximately the
      next
      four (4) to five (5) months, assuming our current rate of monthly expenditure,
      of approximately $65,000 per month, our current number of employees, and our
      other expenses do not increase significantly, due to the approximately $66,145
      of cash on hand that we had as of June 30, 2007, and the $20,000 raised in
      August 2007, through the sale of common stock, of which approximately $50,000
      remained as of the date of this filing, and the fact that we are currently
      generating a small amount of revenues through subscriptions to our Direct Lynk
      system. In the event that our current monthly rate of expenditure, the number
      of
      employees we employ and/or any of our other expenses increase, we may be
      forced to raise additional capital within the next four (4) to five (5) months
      or sooner. We do not currently have any plans to increase our monthly
      expenditures or number of employees. Moving forward, we anticipate the need
      for
      approximately $500,000 in additional funding to continue our operations for
      the
      next twelve months, and as such we may need to raise additional capital through
      the sale of shares of our common stock subsequent to the filing of this
      report.




Assuming
      we have sufficient capital moving forward, we plan to continue to grow our
      business and market our Direct Lynk System to potential customers over the
      course of the next twelve months by marketing our technology to digital signage
      manufacturers, trade magazines, trade shows and call centers. We will also
      continue on a limited basis our practice of providing potential customers free
      trials of the Direct Lynk System, for which we will receive no revenue, in
      an
      attempt to build both product awareness for the Direct Lynk System and to
      potentially lead to sales down the road, which in the opinion of our management
      has been successful both in building brand awareness for the Direct Lynk System
      and in bringing in new clients for subscriptions. We added subscribers for
      our
      technology throughout 2006 and hope to build and increase such subscribers
      moving forward. However, as of the date of this filing, we have generated only
      minimal revenues through paying subscriptions for the Direct Lynk System, and
      we
      can provide no assurances that we will generate any meaningful revenues in
      the
      future, that we will be successful in marketing our Direct Lynk System to
      potential customers or that we will continue to have enough money to continue
      our business operations and marketing activities in the future. If we are unable
      to generate sufficient revenues to support our approximately $65,000 per month
      of expenses moving forward, we may be forced to scale back our marketing efforts
      (please see "Risk Factors" above for more detailed descriptions of these and
      other risks to which we are subject).




Our
      products are displayed on screens across the country, as well as parts of Mexico
      and pending Canadian installations.  With our sports and financial data
      being displayed on cell phones, a large array of digital signage products,
      IP
      phones, and digital concierge touch panels, we are expecting significant growth
      during the upcoming months, of which there can be no
      assurance.




**COMPARISON
      OF OPERATING RESULTS**





**RESULTS
      OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2007, COMPARED TO THE THREE
      MONTHS ENDED JUNE 30, 2006**





We
      had
      $47,373 of sales revenue for the three months ended June 30, 2007, compared
      to
      $14,777 of sales revenue for the three months ended June 30, 2006, an increase
      in sales revenue of $32,596 or 220% from the prior period. Sales revenues for
      the three months ended June 30, 2006, consisted solely of flat panel televisions
      sold to various of our customers and sales for the three months ended June
      30,
      2007 consisted of subscription fees received in connection with the Direct
      Lynk
      System. The increase in sales revenue was mainly due to increase subscription
      fees received in connection with a significant increase in the number of our
      paying customers during the year ended December 31, 2006, which number of paying
      customers continued to grow during the three months ended June 30, 2007. Whereas
      we had no paying subscriptions during the three months ended June 30, 2006,
      we
      currently have approximately twenty-six customers who pay us fees in connection
      with subscriptions to our Direct Lynk System.





We
      had
      cost of sales of $13,462 for the three months ended June 30, 2007, compared
      to
      cost of sales of $0 for the three months ended June 30, 2006, an increase in
      cost of sales of $13,462 from the prior period. Our costs of sales increased
      due
      to increased fees associated with subscriptions for our Direct Lynk System.
      We
had
      no cost of sales for the three months ended June 30, 2006, because we had no
      sales of subscriptions for our products during that period.  Cost of
      sales as a percentage of sales was 28.4% for the three months ended June 30,
      2007.


13





We
      had a
      gross margin of $33,911 for the three months ended June 30, 2007, compared
      to a
      gross margin of $14,777 for the three months ended June 30, 2006, an increase
      in
      gross margin of $19,134 or 129.5% from the prior period. The increase in gross
      margin was mainly due to the $32,596 increase in our sales revenues relating
      to
      our Direct Link System for the three months ended June 30, 2007, compared to
      the
      three months ended June 30, 2006, which was offset by the $13,462 increase
      in
      cost of sales for the three months ended June 30, 2007, compared to the three
      months ended June 30, 2006.





We
      had
      total operating expenses of $288,800 for the three months ended June 30, 2007,
      compared to total operating expenses of $324,604 for the three months ended
      June
      30, 2006, a decrease in total operating expenses of $35,804 or 11% from the
      prior period. The decrease in total operating expenses was mainly due to a
      $41,869 decrease in product development costs, to $0 for the three months ended
      June 30, 2007, compared to $41,869 for the three months ended June 30, 2006;
      a
      $6,324 or 16.4% decrease in legal and accounting expenses, to $32,308 for the
      three months ended June 30, 2007, compared to $38,632 for the three months
      ended
      June 30, 2006, which decrease was mainly caused by higher accounting and legal
      fees in connection with our Form SB-2 Registration Statement and related filings
      during the three months ended June 30, 2006, compared to only our periodic
      and
      current report filings during the three months ended June 30, 2007; a $5,370
      or
      17.9% decrease in travel expenses, to $24,691 for the three months ended June
      30, 2007, compared to $30,061 for the three months ended June 30, 2006, which
      expenses were in connection with our travel to certain trade shows; and a $4,623
      or 42.2% decrease in office and equipment rental, to $6,336 for the three months
      ended June 30, 2007, compared to $10,959 for the three months ended June 30,
      2006, in connection with timing differences in connection with the payment
      of
      rent; which was offset by a $27,602 or 15.6% increase in employee compensation,
      to $204,093 for the three months ended June 30, 2007, compared to $176,491
      for
      the three months ended June 30, 2006.





We
      had a
      net loss of $254,889 for the three months ended June 30, 2007, compared to
      a net
      loss of $309,827 for the three months ended June 30, 2006, a decrease in net
      loss of $54,938 or 17.7% from the prior period. Net loss decreased mainly due
      to
      the 220% increase in sales, coupled with the 11% decrease in operating expenses
      described above.





**RESULTS
      OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007, COMPARED TO THE SIX MONTHS
      ENDED JUNE 30, 2006**





We
      had
      $55,413 of sales revenue for the six months ended June 30, 2007, compared to
      $16,465 of sales revenue for the six months ended June 30, 2006, an increase
      in
      sales revenue of $38,948 or 236.6% from the prior period. Sales revenues for
      the
      six months ended June 30, 2006, consisted solely of flat panel televisions
      sold
      to various of our customers and sales for the six months ended June 30, 2007
      consisted of subscription fees received in connection with the Direct Lynk
      System. The increase in sales revenue was mainly due to increased subscription
      fees received in connection with a significant increase in the number of our
      paying customers during the year ended December 31, 2006, which number of paying
      customers has continued to grow during the six months ended June 30, 2007.
      Whereas we had no paying subscriptions during the six months ended June 30,
      2006, we currently have approximately twenty-six customers who pay us fees
      in
      connection with subscriptions to our Direct Lynk System.





We
      had
      cost of sales of $20,207 for the six months ended June 30, 2007, compared to
      cost of sales of $0 for the six months ended June 30, 2006, an increase in
      cost
      of sales of $20,207 from the prior period. Our cost of sales increased due
      to
      increased fees associated with subscriptions for our Direct Lynk System. We
      had
      no cost of sales for the six months ended June 30, 2006, because we had no
      sales
      of subscriptions for our products during that period.





We
      had
      total cost of sales as a percentage of sales for the six months ended June
      30,
      2007, of 36.5%.


14


We
      had a
      gross margin of $35,206 for the six months ended June 30, 2007, compared to
      a
      gross margin of $16,465 for the six months ended June 30, 2006, an increase
      in
      gross margin of $18,741 or 113.8% from the prior period. The increase in gross
      margin was mainly due to the $38,948 increase in our sales revenues relating
      to
      our Direct Link System for the six months ended June 30, 2007, compared to
      the
      six months ended June 30, 2006, which was offset by the $20,207 increase in
      cost
      of sales for the six months ended June 30, 2007, compared to the six months
      ended June 30, 2006.





We
      had
      total operating expenses of $889,375 for the six months ended June 30, 2007,
      compared to total operating expenses of $950,992 for the six months ended June
      30, 2006, a decrease in total operating expenses of $61,617 or 6.5% from the
      prior period. The decrease in total operating expenses was mainly due to a
      $42,182 or 6.7% decrease in employee compensation, due to the termination of
      two
      employees subsequent to the six months ended June 30, 2006, which salaries
      were
      present during the six months ended June 30, 2006, but not during the six months
      ended June 30, 2007; a $42,908 or 74% decrease in product development costs,
      to
      $15,056 for the six months ended June 30, 2007, compared to $57,964 for the
      six
      months ended June 30, 2006; and a $12,279 or 13.9% decrease in travel, to
      $76,643 for the six months ended June 30, 2007, compared to $89,022 for the
      six
      months ended June 30, 2006, in connection with us attending a smaller number
      of
      trade shows during the six months ended June 30, 2007 than we did during the
      six
      months ended June 30, 2006; offset by a $34,375 or 40.3% increase in legal
      and
      accounting expenses to $119,673 for the six months ended June 30, 2007, compared
      to $85,298 for the six months ended June 30, 2006, in connection with amounts
      paid to attorneys and our auditor in connection with the preparation of, review
      of and amendments to our Form 10-KSB annual report and other costs associated
      with us being a reporting company, which costs and expenses were not present
      during the six months ended June 30, 2006.





**LIQUIDITY
      AND CAPITAL RESOURCES**





We
      had
      total current assets of $101,715, consisting of $66,145 of cash and $35,570
      of
      accounts receivable. Total current assets decreased by $190,008 or 65.1%
      compared to total current assets of $291,723 as of December 31, 2006, which
      decrease was mainly due to a $215,554 or 76.5% decrease in cash, which
      represented funds used to support our day to day operations, salaries and legal
      and accounting expenses associated with being a publicly traded
      company.





We
      had
      total non-current assets of $73,514 as of June 30, 2007, which included property
      and equipment, net of accumulated depreciation of $68,259 and total other assets
      of $5,255.





We
      had
      total current liabilities of $73,531 as of June 30, 2007, which represented
      $73,531 of accounts payable. This represented a $63,990 or 46.5% decrease in
      current liabilities as of December 31, 2006, which decrease was caused by a
      $50,000 decrease in short-term note payable, in connection with our entry into
      a
      debt conversion agreement with Milford Mast, a significant shareholder of the
      Company, with whom we owed $50,000 as of December 31, 2006, but who subsequently
      agreed to exchange the amount owed for 500,000 shares of our common stock as
      described in greater detail above, and a $13,990 or 16% decrease in accounts
      payable.





We
      had
      total non-current liabilities of $204,400 as of June 30, 2007, consisting of
      redeemable common stock. Redeemable common stock consisted of shares of common
      stock sold to certain investors from 2003-2006, which investors may have ongoing
      rescission rights, even though those investors previously rejected our
      rescission offer to them to return their shares of our common stock for their
      original subscription cost plus statutory interest. While we are obligated
      to
      carry the $204,400 in redeemable common stock on our balance sheet as a
      liability, we believe that the likelihood of any of the shareholders who hold
      those shares exercising their remaining rescission rights, if any, is very
      small.





We
      had
      working capital of $28,184 and a deficit accumulated during the development
      stage of $6,923,951 as of June 30, 2007.


15


We
      had
      net cash used in operating activities of $615,554 for the six months ended
      June
      30, 2007, which was mainly due to $854,169 of net loss offset by $125,000 of
      common stock issued for services, which mainly represented 1,000,000 shares
      of
      common stock issued to Everett Poe, one of our former employees and the 500,000
      shares of common stock issued to Ed Kessing, as described above, $130,271 of
      stock options and warrants issued for services in connection with the 4,900,000
      three year options granted to our officers and directors in January 2007, the
      1,500,000 options granted to Everett Poe in February 2007, the effects of an
      amended warrant agreement with Everett Poe as discussed herein, the 2,000,000
      warrants granted to Ed Kessing (valued at $104,880 and amortized over the
      thirty-six months of the Employment Agreement, with $2,913 included in the
      six
      months ended June 30, 2007), as described above, and a total of 2,650,000 six
      year warrants granted to various other non-employee holders during the six
      months ended June 30, 2007.





We
      had
      $400,000 of net cash provided by financing activities due to proceeds from
      the
      issuance of stock during the six months ended June 30, 2007, from the sale
      of
      4,000,000 shares of our common stock for $0.10 per share, and various warrants
      to purchase shares of our common stock at an exercise price of $0.10 per share,
      to various accredited investors, pursuant to a private placement offering during
      the six months ended June 30, 2007, which sales are described in greater detail
      below under “Unregistered Sales of Equity Securities.”





Due
      to
      the $66,145 of cash on hand as of June 30, 2007 and the $20,000 which we raised
      in August 2007, through the sale of common stock, of which approximately $50,000
      remained as of the filing of this report, we believe that with our current
      rate
      of monthly expenditures, approximately $65,000 per month, we will be able to
      maintain our operations for approximately the next four (4) to five (5) months.
      We believe we will require approximately $500,000 to maintain our operations
      for
      the next twelve months. We plan to raise additional capital through the sale
      of
      debt and/or equity, which sales may cause dilution to our then existing
      shareholders, moving forward if needed to support our ongoing operations and
      expenses. We can provide no assurances that we will be able to raise additional
      capital in the future, and/or that such sales of securities will not be on
      unfavorable terms.




Although
      we hope to generate meaningful revenues sufficient to support our operations
      in
      the next six months, if we are unsuccessful in generating such revenues, we
      will
      likely need to take steps to raise equity capital or to borrow additional funds,
      to continue our operations and meet our upcoming liabilities, as described
      above. We have no commitments from officers, Directors or affiliates to provide
      funding. Our failure to obtain adequate additional financing may require us
      to
      delay, curtail or scale back some or all of our operations.





Additionally,
      our quarterly expenses will likely increase as we have become a reporting
      company as we will need to continue filing quarterly and annual reports with
      the
      Securities and Exchange Commission, which will need to contain disclosures
      drafted by our legal counsel and financial statements reviewed and/or audited
      by
      our independent auditors. Additionally, we will need to file reports on Form
      8-K
      with the Commission regarding significant contracts and material events in
      our
      business operations. However, we do not believe that our current anticipated
      monthly expense rate of approximately $65,000 per month will be significantly
      affected by these filing requirements, as we previously paid our legal counsel
      and independent auditors significant funds on a monthly basis (which costs
      are
      included in our anticipated monthly expenses rate), in connection with our
      now
      effective registration statement filings.




Furthermore,
      we may face liability for certain shares of common stock that were sold by
      us
      between October 2003 and December 2005, which were not registered under federal
      or state securities laws, and as a result, exemptions from registration provided
      by these securities laws may not have been available or may not have been
      perfected due to the fact that some non-accredited shareholders who purchased
      our shares may not have been provided audited financial statements, risk
      factors, or a description of our business history and results of operations.
      As
      a result, we may be deemed to have violated the registration requirements of
      these securities laws with respect to the offer and sale of the common stock.
      In
      December 2005 and January 2006, we offered rescission to twenty-two (22)
      shareholders who had subscribed for an aggregate of 2,044,000 of our shares
      of
      common stock for aggregate consideration of $204,400 or $0.10 per
      share, and provided each shareholder at least thirty days to decide whether
      to
      accept or reject the rescission offer, pursuant to state law and all of the
      shareholders elected to reject the rescission offer and reaffirm their
      purchases. Although all of the shareholders elected to reject rescission,
      certain state securities laws do not expressly provide that a rescission offer
      will terminate a purchaser's right to rescind a sale of securities that was
      not
      registered under the relevant securities laws as required. As a result, we
      may
      continue to be potentially liable under certain securities laws for such sales
      of common stock even after completing our rescission offer. We anticipate that
      such liability in aggregate would not exceed the total price of the purchased
      shares, $204,400. If we are required to repay this amount, our current estimates
      of how long we believe we can continue our business activities, without the
      need
      for additional funding, currently three months, could be significantly impacted,
      and we could be forced to raise additional funds through the sale of shares
      of
      our common stock to a limited number of investors to repay funds to any
      rescinding shareholders and/or support our ongoing operations, of which there
      can be no assurance.


16


**RISK
      FACTORS**





Our
      securities are highly speculative and should only be purchased by persons who
      can afford to lose their entire investment in our Company. If any of the
      following risks actually occur, our business and financial results could be
      negatively affected to a significant extent. The Company's business is subject
      to many risk factors, including the following:





**WE
      REQUIRE ADDITIONAL FINANCING TO CONTINUE OUR BUSINESS
      PLAN.**





We
      believe that we can continue our business operations for approximately the
      next
      four (4) to five (5) months, assuming our current rate of monthly expenditure,
      approximately $65,000 per month, our current number of employees remains the
      same, and other expenses do not increase significantly, due to the approximately
      $66,145 of cash on hand that we had as of June 30, 2007, and the $20,000 raised
      through the sale of stock in August 2007 of which approximately $50,000 remained
      as of the filing of this report, and the amount of revenue we generate through
      subscriptions of our Direct Lynk System. We do not have any commitments or
      identified sources of additional capital from third parties or from our
      officers, Directors or majority shareholders. We have generated limited revenues
      to date. Since inception, we have depended mainly on financing raised through
      the sale of our common stock to support our operations. There is no assurance
      that additional financing will be available on favorable terms in the future,
      if
      at all or that our Direct Lynk System will ever generate enough revenues for
      us
      to sustain our operations. If we are unable to raise additional financing in
      the
      future or our current rate of expenditure increases significantly, it would
      have
      a materially adverse effect upon our ability to fully implement our business
      plan and/or to continue with our current operations. Any additional financing
      may involve dilution to our then-existing shareholders, which could result
      in a
      decrease in the value of our securities.





**WE
      HAVE GENERATED ONLY LIMITED REVENUES IN THE PAST, AND MAY NOT GENERATE ANY
      REVENUES IN THE FUTURE.**





We
      have
      generated only limited revenues through sales of subscriptions to our Direct
      Lynk System since its implementation and have generated limited total revenues
      to date. We have offered free trials to numerous companies in the past and
      continue to offer free trials to companies, which we believe provides those
      companies an opportunity to try out our products and see how they may be able
      to
      implement the Direct Lynk System in their businesses. While we believe that
      we
      offer a unique product which has many beneficial marketing uses for potential
      customers, we cannot provide any assurances that there will be future demand
      for
      our products at the prices we may charge, or at all, as we have not sold any
      subscriptions for our Direct Lynk System in the past. If we are unable to
      generate significant revenues through the sale of subscriptions for our Direct
      Lynk System in the future, we will likely be forced to abandon our business
      operations, causing any investment in us to become worthless.




**WE
      RELY ON KEY MANAGEMENT AND IF KEY MANAGEMENT PERSONNEL ARE LOST, IT WOULD HAVE
      A
      MATERIALLY ADVERSE AFFECT ON OUR BUSINESS OPERATIONS.**





Our
      success depends upon the personal efforts and abilities of James Ammons, our
      Chief Executive Officer, President, Treasurer, Secretary and Director; Larry
      Mosley our Chief Financial Officer and Director; Timothy Vance our Director
      of
      Customer Support and Director; and James Tevis our Chief Technology Officer
      and
      Chief Engineer. Our ability to operate and implement our business plan is
      heavily dependent upon the continued service of Messrs. Ammons, Mosley, Vance
      and Tevis, as well as our ability to attract, retain and motivate other
      qualified personnel. Messrs. Mosley, Vance and Tevis entered into three year
      employment contracts with us on October 1, 2005, which are renewable upon the
      mutual acceptance of both parties; and Mr. Ammons entered into a five year
      employment agreement with us to serve as our Chief Executive Officer and
      President on February 8, 2006, with an effective date of January 1, 2006. We
      face aggressive and continued competition for such personnel and we cannot
      be
      certain that we will be able to attract, retain and motivate such personnel
      in
      the future. The loss of Messrs. Ammons, Mosley, Vance or Tevis, or our inability
      to hire, retain and motivate qualified sales, marketing and management
      personnel would have a material adverse effect on our business and operations
      and would likely result in a decrease in the value of our
      securities.


17





**WE
      HAVE OUTSTANDING ISSUES WITH ONE OF OUR FORMER OFFICERS AND DIRECTORS, WHICH
      COULD FORCE US TO EXPEND SUBSTANTIAL RESOURCES ON LITIGATION AND/OR A
      SETTLEMENT.**





Our
      former President and Director resigned on June 19, 2003, in connection with
      a
      dispute with our current officers and Directors. We have received correspondence
      from this individual claiming that he is owed approximately 4,500,000 shares
      of
      Data Call's common stock as well as certain other amounts in consideration
      for
      services rendered to Data Call. While we had previously been in discussions
      with
      this individual regarding entering into a Settlement and Release Agreement
      with
      us, we have not entered into any settlements or releases with this individual
      to
      date, and have not had any conversations with this individual regarding such
      settlement for approximately the last one hundred and twenty (120) days. As
      a
      result, it is possible that this individual will bring legal claims against
      us
      in the future in connection with monies or shares owed and/or other claims
      against us. While we believe that we have valid counter claims against this
      individual, which will substantially lower any judgment he would receive against
      us (described in greater detail under "Legal Proceedings" herein), in the event
      that this individual does bring legal claims against us in the future, we may
      be
      forced to expend substantial resources on the defense and/or settlement of
      such
      claims and/or the litigation of our counter claims against this individual.
      Additionally, if brought, these claims would likely divert the attention and
      resources of our current officers and Directors away from our operations.
      Additionally, if this individual was to bring claims against us in the future,
      we could be forced to raise additional finances or issue this individual shares
      of common stock in settlement of his claims, which may dilute our shareholders,
      and/or cause us to curtail or abandon our business plan, which could cause
      any
      investment in us to become worthless.




**WE
      HAVE HAD DISPUTES WITH PEOPLE AFFILIATED WITH US IN THE PAST AND CANNOT PROVIDE
      ANY ASSURANCE THAT WE WILL NOT CONTINUE TO HAVE DISPUTES WITH THESE PEOPLE
      AND/OR NEW PEOPLE AFFILIATED WITH US IN THE FUTURE.**





We
      have
      had various disputes with our former officers and Directors as well as previous
      disputes with our current shareholders. A number of our shareholders are former
      shareholders of QVS Wireless Corporation ("QVS"), with whom we have had disputes
      with and been in litigation with in the past (including our current shareholder
      Dr. Carl Hoffman, who along with QVS, filed a lawsuit against us in the past,
      see "Description of Business" below). QVS and the majority of QVS's shareholders
      entered into settlements and releases with us in the past; and while we have
      received no correspondence nor are we aware that any of our current shareholders
      have claims against us, we can provide no assurances that the former QVS
      shareholders will not have disputes with us in the future. Furthermore, we
      had
      disputes with one of our employees in September 2006, which led to that employee
      and us entering into a settlement agreement and mutual release, and the employee
      returning 3,000,000 shares of common stock to us for termination and being
      terminated as our employee. If the QVS shareholders, our current shareholders,
      current or former employees and/or anyone we are affiliated with have disputes
      with us in the future, we could be forced to expend substantial additional
      resources in defense of such disputes, which could force us to curtail or
      abandon our business operations, and/or divert our resources away from our
      operations.





**WE
      DEPEND HEAVILY ON OUR ABILITY TO MARKET OUR PRODUCTS TO POTENTIAL
      CONSUMERS.**





We
      depend
      on our marketing department, which currently consists of three (3) of our
      employees, to make consumers and potential customers aware of our products.
      Since inception we have spent approximately $2,000,000 on research, development
      and marketing activities associated with our Direct Lynk System. If our
      marketing department fails to make potential customers aware of our products
      and
      the advantages and possibilities we believe they bring to potential customers,
      it is not likely that we will be able to generate enough revenues to continue
      with research and development on new products and improve our current products.
      If this were to happen, it is likely that our products will become stagnant
      and
      we will not be able to compete in the market. If you invest in us and we fail
      to
      properly market our products, we could be forced to curtail our business plan
      or
      discontinue our business operations altogether.


18





**WE
      MAY HAVE POTENTIAL LIABILITY FOR SHARES OF COMMON STOCK WHICH MAY HAVE BEEN
      SOLD
      IN VIOLATION OF FEDERAL AND/OR STATE SECURITIES LAWS.**





Certain
      shares of common stock that were sold by us between October 2003 to December
      2005 to non-accredited investors, were not registered under federal or state
      securities laws, and exemptions from registration provided by these securities
      laws may not have been available or may not have been perfected due to that
      fact
      that some non-accredited shareholders who purchased our shares may not have
      been
      provided audited financial statements, risk factors, or a description of our
      business history and results of operations, with the result that we may be
      deemed to have violated the registration requirements of these securities laws
      with respect to the offer and sale of the shares of common stock. In December
      2005 and January 2006, we offered rescission to such shareholders, and provided
      each shareholder pursuant to applicable state laws, at least thirty days to
      decide whether to accept or reject the rescission offer, and all of the
      shareholders elected to reject the recession offer and reaffirm their purchases.
      In connection with the rescission offer, we provided every non-accredited
      shareholder, who we believed that that time may not have been provided full
      disclosure documents in connection with the purchase of our shares, audited
      financial statements, risk factors and business information. In total, we
      offered rescission to 22 shareholders who had subscribed for an aggregate of
      2,044,000 of our shares of common stock for aggregate consideration of $204,400
      or $0.10 per share. Although all of the shareholders elected to reject
      rescission, certain state securities laws do not expressly provide that a
      rescission offer will terminate a purchaser's right to rescind a sale of
      securities that was not registered under the relevant securities laws as
      required. As a result, we may continue to be potentially liable under certain
      securities laws for such sales of common stock even after completing our
      rescission offer. We anticipate that such liability in aggregate would not
      exceed the total price of the purchased shares, $204,400.





Additionally,
      we may have also violated federal and state securities laws when we sold an
      aggregate of 200,000 restricted shares of our common stock for $20,000 to Ms.
      Sayda Hernandez, an individual in August 2002, as such shareholder was not
      an
      accredited investor and was not provided the disclosures required by federal
      and
      state securities laws including our audited financial statements, risk factors,
      or a description of our business history and results of operations. We entered
      into a Settlement Agreement and Mutual Release with Ms. Hernandez in May 2006,
      whereby Ms. Hernandez agreed to return her 200,000 shares to us for cancellation
      and we agreed to repay her the $20,000 previously subscribed for, and we also
      agreed to forever discharge each other, and our agents, servants,
      representatives, attorneys successors (and in Ms. Hernandez's release of Data
      Call, Data Call's current and former officers and Directors), from any and
      all
      rights, obligations, claims, demands and causes of action, whether in contract,
      tort, under state and/or federal law, or state and/or federal securities
      regulation, whether asserted or unasserted, known or unknown, arising from
      or
      relating to the subscription. Ms. Hernandez accepted the Settlement offer
      because of our potential violation of state and federal securities laws and
      rescinded her purchase. As such, we do not believe that we will have any further
      liability with Ms. Hernandez's subscription or shares in the
      future.




**FUTURE
      GOVERNMENT REGULATION OF THE INTERNET MAY ADVERSELY IMPACT OUR BUSINESS
      OPERATIONS.**





We
      are
      dependent upon the Internet in connection with our business operations. The
      United States Federal Communications Commission (the "FCC") does not currently
      regulate companies that provide services over the Internet, as it does common
      carriers or tele-communications service providers. Notwithstanding the current
      state of the FCC's rules and regulations, the FCC's potential jurisdiction
      over
      the Internet is broad because the Internet relies on wire and radio
      communications facilities and services over which the FCC has long-standing
      authority. Compliance with future government regulation of the Internet could
      result in increased costs which would have a material adverse effect on our
      business, operating results and financial condition, and which would lower
      the
      value of any of our securities which are held by you as an
      investor.


19





**OUR
      LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO FORECAST OUR FUTURE RESULTS,
      MAKING ANY INVESTMENT IN US HIGHLY SPECULATIVE.**





As
      a
      result of our limited operating history, our historical financial and operating
      information is of limited value in predicting our future operating results.
      We
      may not accurately forecast customer behavior and recognize or respond to
      emerging trends, changing preferences or competitive factors facing us, and,
      therefore, we may fail to make accurate financial forecasts. Our current and
      future expense levels are based largely on our investment plans and estimates
      of
      future revenue. As a result, we may be unable to adjust our spending in a timely
      manner to compensate for any unexpected revenue shortfall, which could then
      force us to curtail or cease our business operations.





**OUR
      VULNERABILITY TO SECURITY BREACHES, GLITCHES AND OTHER COMPUTER FAILURES COULD
      HARM OUR FUTURE CUSTOMER RELATIONSHIPS AND OUR ABILITY TO ESTABLISH OUR FUTURE
      CUSTOMER BASE.**





Because
      we offer the majority of our services through our Internet website
      (www.datacalltech.com), the secure transmission of confidential information
      over
      public networks is a critical element of our operations. A party who is able
      to
      circumvent security measures could misappropriate proprietary information or
      cause interruptions in our operations. If we are unable to prevent unauthorized
      access to our users' information and transactions, our customer relationships
      will be harmed. Although we currently implement security measures, these
      measures may not prevent future security breaches. Additionally, heavy stress
      placed on our systems could cause our systems to fail or cause our systems
      to
      operate at speeds unacceptable to our users. If this were to happen, we could
      lose customers and if severe enough, we could be forced to curtail or abandon
      our business plan, which would decrease the value of any investment you have
      in
      us.




**WE
      RELY ON THE INTERNET INFRASTRUCTURE, AND ITS CONTINUED COMMERCIAL VIABILITY,
      OVER WHICH WE HAVE NO CONTROL AND THE FAILURE OF WHICH COULD SUBSTANTIALLY
      UNDERMINE OUR BUSINESS STRATEGY.**





Our
      success depends, in large part, on other companies maintaining the Internet
      system infrastructure, including maintaining a reliable network backbone that
      provides adequate speed, data capacity and security. If the Internet continues
      to experience significant growth in the number of users, frequency of use and
      amount of data transmitted, as well as the number of malicious viruses and
      worms
      introduced onto the Internet, the infrastructure of the Internet may be unable
      to support the demands placed on it, and as a result, the Internet's performance
      or reliability may suffer. Because we rely heavily on the Internet, this would
      make our business less profitable and would lead to a decrease in the value
      of
      our common stock.





**OUR
      SYSTEMS AND OPERATIONS ARE VULNERABLE TO DAMAGE OR INTERRUPTION FROM FIRE,
      FLOOD, POWER LOSS, TELECOMMUNICATIONS FAILURE, BREAK-INS, EARTHQUAKE AND SIMILAR
      EVENTS.**





Our
      website and systems are hosted by a third party. We are dependent on our systems
      and ability to stream information over the Internet to consumers. If our systems
      fail or become unavailable, it would harm our reputation, result in a loss
      of
      current and potential customers and could cause us to breach existing
      agreements. Our success depends, in part, on the performance, reliability and
      availability of our services. Our systems and operations could be damaged or
      interrupted by fire, flood, power loss, telecommunications failure, Internet
      breakdown, break-in, earthquake and similar events. We would face significant
      damage as a result of these events. For these reasons, we may be unable to
      develop or successfully manage the infrastructure necessary to meet current
      or
      future demands for reliability and scalability of our systems. If this were
      to
      happen, we would likely lose customers and our revenues would decrease, causing
      any investment in us to decease in value as well.


20


**OUR
      SOFTWARE COULD CONTAIN BUGS, WHICH COULD CAUSE INTERRUPTIONS IN THE SERVICES
      WE
      PROVIDE AND/OR CAUSE OUR SERVICES TO FAIL.**





Our
      Direct Lynk System uses sophisticated software which could be found to contain
      bugs. While we have not experienced any material bugs to date, if present,
      these
      bugs could be costly for us to pinpoint and fix and until such bugs, if any,
      are
      fixed, they could cause interruptions in our service, which could cause our
      reputation to decline and/or cause us to lose clients. If our software is found
      to contain bugs, our reputation could suffer, leading to the loss of clients,
      which could eventually force us to curtail or abandon our business
      plans.




**WE
      HAVE NO ISSUED PATENTS OR PENDING PATENT APPLICATIONS FOR OUR TECHNOLOGY AND
      THEREFORE CANNOT STOP OTHER COMPANIES FROM LAWFULLY PRACTICING TECHNOLOGY
      SIMILAR TO OURS AND MAY BE SUED BY COMPANIES IN THE FUTURE CLAIMING OUR
      ACTIVITIES INFRINGE ON THEIR PATENT RIGHTS.**





We
      have
      no issued patents or pending patent applications for our technology in the
      United States or any other country and therefore cannot stop other companies
      from lawfully practicing technology identical or similar to ours in the future.
      If we are sued by another company claiming our activities infringe on their
      patent, we could be forced to abandon using our Direct Lynk System or other
      technology and/or expend substantial expenses in defending against another
      company's claims. This could have a severely adverse affect on our revenues
      and
      could force us to cease our business operations.





**OUR
      AUDITORS HAVE EXPRESSED A CONCERN ABOUT OUR ABILITY TO CONTINUE AS A GOING
      CONCERN.**





Our
      auditors, in our audited financial statements expressed a concern about our
      ability to continue as a going concern. We had working capital of $28,184 and
      an
      accumulated deficit of $6,923,951 as of June 30, 2007, and have generated
      limited revenues to date. These factors raise substantial doubt as to whether
      we
      will be able to continue as a going concern. The financial statements do not
      include any adjustments relating to the recoverability and classification of
      liabilities that might be necessary should we be unable to continue as a going
      concern.





**OUR
      CHIEF FINANCIAL OFFICER FILED FOR CHAPTER 7 BANKRUPTCY IN DECEMBER 2004, AND
      HAD
      HIS DEBTS DISCHARGED IN APRIL 2005.**





Our
      Chief
      Financial Officer, Larry Mosley, filed for Chapter 7 Bankruptcy in December
      2004
      and had his debts discharged in April 2005 and 'certain investors may perceive
      the fact that Mr. Mosley has filed for bankruptcy as a negative factor and
      may
      choose not to invest in us. As a result, because the marketplace may have a
      negative impression of our management team, the value of our common stock may
      be
      less than it otherwise would be and/or investors may not choose to invest in
      us
      in the future, causing our common stock to be less liquid and have less value
      than it otherwise would.





**OUR
      TOTAL AMOUNT OF ISSUED AND OUTSTANDING SHARE AMOUNTS MAY BE INCORRECT, AND
      WE
      MAY HAVE OUTSTANDING SHARES WHICH ARE UNACCOUNTED FOR.**





While
      we
      have engaged a transfer agent to keep track of and verify the number of our
      outstanding shares, we may still have shares for which we have issued stock
      certificates which may not currently be reflected on our transfer agent's
      records, including 4,500,000 shares of common stock originally issued to our
      former Chief Executive Officer, Richard Clemens, which we do not currently
      reflect as outstanding due to certain disagreements with Mr. Clemens as well
      as
      several allegations against Mr. Clemens regarding his unsatisfactory service
      to
      Data Call. For instance, it came to our attention in February 2007 that a
      shareholder of the Company held 100,000 shares of common stock which were sold
      to the shareholder in March
      2004, but which were not reflected as issued in the Company’s records with the
      transfer agent. We have since amended our previous stock records to include
      these 100,000 shares. Additionally, it came to our attention in February 2007,
      that we had failed to issue 50,000 shares of common stock to Milford Mast in
      connection with his subscription in 2006 for 1,000,000 shares of our common
      stock for which only 950,000 shares were issued to Mr. Mast. We subsequently
      have issued Mr. Mast the additional 50,000 shares and we believe that the number
      of outstanding shares listed throughout this report is correct; however, we
      have
      received correspondence from a small number of shareholders in the past
      regarding share certificates and alleged outstanding shares, which are not
      currently reflected in our shareholder records, and are currently looking into
      the validity of such certificates. Furthermore, the majority of our shares
      which
      are held by our non-affiliates were purchased in private transactions, and
      the
      purchased shares were then issued and entered into our stock records. Due to
      the
      large number of these transactions which have occurred since our inception,
      we
      cannot be certain that all shares purchased by shareholders were entered into
      our stock records, entered correctly and/or that all shareholders who purchased
      shares received share certificates to evidence their purchases. As a result,
      we
      may have a larger number of shares outstanding than we currently show on our
      shareholders list. This difference, if present, may force us to revise this
      Registration Statement prior to or after it becomes effective to include such
      shares, and may mean that the dilutive effect of the additional shares
      registered pursuant to the Registration Statement is more than the current
      number of shares thought to be issued and outstanding and offered through such
      offering.


21




**OUR
      FORM SB-2 OFFERING IS SUBJECT TO CERTAIN SUITABILITY STANDARDS IMPOSED BY THE
      STATE OF CALIFORNIA AND THE CALIFORNIA SECTION 25104(H) SECONDARY TRADING
      EXEMPTION HAS BEEN WITHHELD BY CALIFORNIA IN CONNECTION WITH THE OFFERING.
      AS
      SUCH, IF YOU PURCHASE SHARES OF COMMON STOCK IN OUR OFFERING, YOU MUST COMPLY
      WITH THE SUITABILITY STANDARDS AND YOU MAY NOT BE ABLE TO RESELL YOUR SHARES
      OF
      COMMON STOCK TO ANYONE RESIDING IN CALIFORNIA.**





The
      California Corporations Commission has imposed certain "Suitability Standards"
      on sales of shares in the State of California, pursuant to our Form SB-2
      offering, declared effective with the Commission on November 13, 2006 (the
      “Offering”) requiring each individual or entity who purchases shares pursuant to
      the Offering in California to certify the following: that they have minimum
      annual gross income of at least $65,000 and a net worth of at least $250,000,
      or, in the alternative; 2) a minimum net worth of $500,000, regardless of annual
      gross income; and 3) provided that the investor's purchase will not exceed
      10%
      of his or her net worth. The California Corporations Commissioner has also
      withheld the secondary trading exemption provided by Section 25104(h) of the
      California Corporations Code, and as such, investors who purchase shares in
      the
      Offering will need to find a different trading exemption to resell their shares
      in California, if one is available, of which there can be no assurance. Because
      of the requirements imposed by the California Corporations Commission on our
      Offering, and the requirements that each selling shareholder of our common
      stock
      must undertake, if you purchase shares of our common stock pursuant to our
      Offering, you may not be able to resell your shares of common stock to anyone
      in
      California, if at all.




**NEVADA
      LAW AND OUR ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF PREFERRED
      STOCK, WHICH SHARES MAY HAVE RIGHTS AND PREFERENCES GREATER THAN THE COMMON
      STOCK OFFERED THROUGH THIS PROSPECTUS.**





Pursuant
      to our Articles of Incorporation, as amended and restated, we have 200,000,000
      shares of common stock and 10,000,000 shares of preferred stock authorized.
      As
      of the filing of this report, we have 67,762,100 shares of common stock issued
      and outstanding and - 0 - shares of preferred stock issued and outstanding.
      As a
      result, our Board of Directors has the ability to issue a large number of
      additional shares of common stock without shareholder approval, which if issued
      would cause substantial dilution to our then shareholders. Additionally, shares
      of preferred stock may be issued by our Board of Directors without shareholder
      approval with voting powers, and such preferences and relative, participating,
      optional or other special rights and powers as determined by our Board of
      Directors. As a result, shares of preferred stock may
      be
      issued by our Board of Directors which cause the holders to have super majority
      voting power over our shares, provide the holders of the preferred stock the
      right to convert the shares of preferred stock they hold into shares of our
      common stock, which may cause substantial dilution to our then common stock
      shareholders and/or have other rights and preferences greater than those of
      our
      common stock shareholders. Investors should keep in mind that the Board of
      Directors has the authority to issue additional shares of common stock and
      preferred stock, which could cause substantial dilution to our existing
      shareholders. Additionally, the dilutive effect of any preferred stock, which
      we
      may issue may be exacerbated given the fact that such preferred stock may have
      super majority voting rights and/or other rights or preferences which could
      provide the preferred shareholders with voting control over us subsequent to
      this offering and/or provide those holders the power to prevent or cause a
      change in control. As a result, the issuance of shares of common stock and/or
      preferred stock may cause the value of our securities to decrease and/or become
      worthless.


22





**WE
      FACE A RISK OF A CHANGE IN CONTROL DUE TO THE FACT THAT OUR CURRENT OFFICERS
      AND
      DIRECTORS DO NOT OWN A MAJORITY OF OUR OUTSTANDING COMMONS
      STOCK.**





Our
      current officers and Directors can vote an amount of common stock equal to
      less
      than approximately twenty-five percent (25%) of our outstanding common stock.
      As
      a result, our officers and Directors may not exercise majority voting control
      over us and our shareholders who are not officers and Directors of us may be
      able to obtain a sufficient number of votes to choose who serves as our
      Directors. Because of this, the current composition of our Board of Directors
      may change in the future, which could in turn have an effect on those
      individuals who currently serve in management positions with us. If that were
      to
      happen, our new management could affect a change in our business focus and/or
      curtail or abandon our business operations, which in turn could cause the value
      of our securities, if any, to decline.





**OUR
      ARTICLES OF INCORPORATION, AS AMENDED, AND BYLAWS LIMIT THE LIABILITY OF, AND
      PROVIDE INDEMNIFICATION FOR, OUR OFFICERS AND DIRECTORS.**





Our
      Articles of Incorporation, as amended, generally limit our officers' and
      directors' personal liability to the Company and its stockholders for breach
      of
      fiduciary duty as an officer or director except for breach of the duty of
      loyalty or acts or omissions not made in good faith or which involve intentional
      misconduct or a knowing violation of law. Our Articles of Incorporation, as
      amended, and Bylaws provide indemnification for our officers and directors
      to
      the fullest extent authorized by the Nevada General Corporation Law against
      all
      expense, liability, and loss, including attorney's fees, judgments, fines excise
      taxes or penalties and amounts to be paid in settlement reasonably incurred
      or
      suffered by an officer or director in connection with any action, suit or
      proceeding, whether civil or criminal, administrative or investigative
      (hereinafter a "Proceeding") to which the officer or director is made a party
      or
      is threatened to be made a party, or in which the officer or director is
      involved by reason of the fact that he or she is or was an officer or director
      of the Company, or is or was serving at the request of the Company as an officer
      or director of another corporation or of a partnership, joint venture, trust
      or
      other enterprise whether the basis of the Proceeding is alleged action in
      an official capacity as an officer or director, or in any other capacity while
      serving as an officer or director. Thus, the Company may be prevented from
      recovering damages for certain alleged errors or omissions by the officers
      and
      directors for liabilities incurred in connection with their good faith acts
      for
      the Company. Such an indemnification payment might deplete the Company's assets.
      Stockholders who have questions respecting the fiduciary obligations of the
      officers and directors of the Company should consult with independent legal
      counsel. It is the position of the Securities and Exchange Commission that
      exculpation from and indemnification for liabilities arising under the 1933
      Act
      and the rules and regulations thereunder is against public policy and therefore
      unenforceable.





23


**IF
      WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY
      BE
      DE-LISTED FROM THE OVER-THE-COUNTER BULLETIN BOARD.**





Pursuant
      to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing
      of periodic reports with the SEC, any OTCBB issuer which fails to file a
      periodic report (Form 10-QSB's or 10-KSB's) by the due date of such report
      (not
      withstanding any extension granted to the issuer by the filing of a Form
      12b-25), three (3) times during any twenty-four (24) month period is
      automatically de-listed from the OTCBB. Such removed issuer would not be
      re-eligible to be listed on the OTCBB for a period of one-year, during which
      time any subsequent late filing would reset the one-year period of de-listing.
      If we are late in our filings three times in any twenty-four (24) month period
      and are de-listed from the OTCBB, our securities may become worthless and we
      may
      be forced to curtail or abandon our business plan.





**IN
      THE FUTURE, WE WILL INCUR SIGNIFICANT INCREASED COSTS AS A RESULT OF OPERATING
      AS A FULLY REPORTING COMPANY IN CONNECTION WITH SECTION 404 OF THE SARBANES
      OXLEY ACT, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO
      NEW
      COMPLIANCE INITIATIVES.**





Moving
      forward, we anticipate incurring significant legal, accounting and other
      expenses in connection with our status as a fully reporting public company.
      The
      Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently
      implemented by the SEC have imposed various new requirements on public
      companies, including requiring changes in corporate governance practices. As
      such, our management and other personnel will need to devote a substantial
      amount of time to these new compliance initiatives. Moreover, these rules and
      regulations will increase our legal and financial compliance costs and will
      make
      some activities more time-consuming and costly. In addition, the Sarbanes-Oxley
      Act requires, among other things, that we maintain effective internal controls
      for financial reporting and disclosure of controls and procedures. In
      particular, commencing in fiscal 2008, we must perform system and process
      evaluation and testing of our internal controls over financial reporting to
      allow management and our independent registered public accounting firm to report
      on the effectiveness of our internal controls over financial reporting, as
      required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the
      subsequent testing by our independent registered public accounting firm, may
      reveal deficiencies in our internal controls over financial reporting that
      are
      deemed to be material weaknesses. Our compliance with Section 404 will require
      that we incur substantial accounting expense and expend significant management
      efforts. We currently do not have an internal audit group, and we will need
      to
      hire additional accounting and financial staff with appropriate public company
      experience and technical accounting knowledge. Moreover, if we are not able
      to
      comply with the requirements of Section 404 in a timely manner, or if we or
      our
      independent registered public accounting firm identifies deficiencies in our
      internal controls over financial reporting that are deemed to be material
      weaknesses, the market price of our stock could decline, and we could be subject
      to sanctions or investigations by the SEC or other regulatory authorities,
      which
      would require additional financial and management resources.





**WE
      CURRENTLY HAVE A VERY LIMITED MARKET FOR OUR COMMON STOCK ON THE OTCBB, AND
      WE
      ANTICIPATE SUCH MARKET BEING HIGHLY ILLIQUID, SPORADIC AND VOLATILE IN THE
      FUTURE.**





The
      market for our common stock on the OTCBB is illiquid, sporadic and highly
      volatile, as well as being subject to wide fluctuations in response to several
      factors, including, but not limited to:





(1) actual
      or anticipated variations in our results of operations;


(2) our
      ability or inability to generate new revenues;


(3) the
      number of shares in our public float;


(4) increased
      competition; and


(5) conditions
      and trends in the market for digital signage and/or advertising materials in
      general.




Furthermore,
      because our common stock is traded on the over the counter bulletin board,
      our
      stock price may be impacted by factors that are unrelated or disproportionate
      to
      our operating performance. These market
      fluctuations, as well as general economic, political and market conditions,
      such
      as recessions, interest rates or international currency fluctuations may
      adversely affect the market price of our common stock. Additionally, at present,
      we have a very limited number of shares in our public float, and as a result,
      there could be extreme fluctuations in the price of our common stock. Further,
      due to the limited volume of our shares which trade and our limited public
      float, we believe that our stock prices (bid, asked and closing prices) are
      entirely arbitrary, are not related to the actual value of the Company, and
      do
      not reflect the actual value of our common stock (and in fact reflect a value
      that is much higher than the actual value of our common stock). Shareholders
      and
      potential investors in our common stock should exercise caution before making
      an
      investment in the Company, and should not rely on the publicly quoted or traded
      stock prices in determining our common stock value, but should instead determine
      value of our common stock based on the information contained in the Company's
      public reports, industry information, and those business valuation methods
      commonly used to value private companies.


24




**INVESTORS
      MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO
      FEDERAL REGULATIONS OF PENNY STOCKS**





Our
      common stock will likely be subject to the requirements of Rule 15(g)9,
      promulgated under the Securities Exchange Act as common stock which is
      considered a "penny stock" under the Securities Exchange Act. Under such rule,
      broker-dealers who recommend low-priced securities to persons other than
      established customers and accredited investors must satisfy special sales
      practice requirements, including a requirement that they make an individualized
      written suitability determination for the purchaser and receive the purchaser's
      consent prior to the transaction. The Securities Enforcement Remedies and Penny
      Stock Reform Act of 1990 also requires additional disclosure in connection
      with
      any trades involving a stock defined as a penny stock. The required penny stock
      disclosures include the delivery, prior to any transaction, of a disclosure
      schedule explaining the penny stock market and the risks associated with it.
      Such requirements could severely limit the market liquidity of the securities
      and the ability of purchasers to sell their securities in the secondary
      market.



























25


**ITEM
      3. CONTROLS AND PROCEDURES**





(a)
      Evaluation of disclosure controls and procedures. Our Chief Executive Officer
      and Principal Financial Officer, after evaluating the effectiveness of our
      "disclosure controls and procedures" (as defined in the Securities Exchange
      Act
      of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered
      by
      this Quarterly Report on Form 10-QSB (the "Evaluation Date"), have concluded
      that as of the Evaluation Date, our disclosure controls and procedures are
      effective to provide reasonable assurance that information we are required
      to
      disclose in reports that we file or submit under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in the
      Securities and Exchange Commission rules and forms, and that such information
      is
      accumulated and communicated to our management, including our Chief Executive
      Officer and Principal Financial Officer, as appropriate, to allow timely
      decisions regarding required disclosure.





(b)
      Changes in internal control over financial reporting. There were no changes
      in
      our internal control over financial reporting during our most recent fiscal
      quarter that materially affected, or were reasonably likely to materially
      affect, our internal control over financial reporting.





26





**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





Our
      former President and Director, Richard Clemens, resigned on June 19, 2003,
      in
      connection with a dispute with our current officers and Directors. We previously
      received correspondence from Mr. Clemens claiming that he was owed approximately
      4,500,000 shares of Data Call's common stock, as well as certain other amounts
      in consideration for services rendered to Data Call. Mr. Clemens was originally
      issued a certificate evidencing 4,500,000 shares of Data Call's restricted
      common stock in April 2002 in connection with services rendered to Data Call,
      and which shares we do not treat as outstanding in the outstanding share amounts
      disclosed throughout this registration statement, as we rescinded such share
      issuance in light of certain improprieties by Mr. Clemens during his tenure
      as
      our Chief Executive Officer, which are explained in greater detail below. While
      we have previously had correspondence with this individual, we have not entered
      into any releases or settlement agreements with Mr. Clemens to date and it
      is
      possible that Mr. Clemens will bring legal claims against us in the future
      in
      connection with monies or shares owed and/or other claims against us. If Mr.
      Clemens was to bring legal claims against us, we would assert certain counter
      claims against him, which may include allegations that during the period Mr.
      Clemens served as our Chief Executive Officer, he falsified documents, made
      false and misleading statements to shareholders, allegations that Mr. Clemens
      may have violated US tax laws in connection with his receipt of payments for
      services from Data Call, and that Mr. Clemens diverted company monies for his
      own personal use in violation of his duty of loyalty and care which he was
      to
      provide to us and our shareholders in connection with his positions as a
      fiduciary of Data Call. Additionally, our current management believes that
      Mr.
      Clemens misappropriated several company computers for his own use prior to
      his
      resignation in June 2003, which computers were never returned to the company,
      despite several requests for their return by Data Call's attorney and current
      management.




Mr.
      Clemens' 4,500,000 shares of Data Call common stock were unilaterally cancelled
      by Data Call when such improprieties of Mr. Clemens' became known by Data Call's
      current management team. In connection with such cancellation and the abuses
      of
      Mr. Clemens' position as our Chief Executive Officer, we do not believe that
      Mr.
      Clemens is owed the 4,500,000 shares which were originally granted in connection
      with services rendered and do not believe that Mr. Clemens' claims are valid.
      Even though our management believes that any recovery that Mr. Clemens may
      be
      awarded if he were to bring legal proceedings against us would be reduced
      substantially by Mr. Clemens alleged violations of his duty of care and good
      faith and misappropriations of company resources and funds (described above),
      we
      may still be forced to expend substantial resources on the defense and/or
      settlement of such claims and as a result, we could be forced to raise
      additional finances to defend such claims and/or issue Mr. Clemens shares of
      common stock in settlement of his claims, which may dilute our shareholders,
      and/or cause us to curtail or abandon our business plan, which could cause
      any
      investment in us to become worthless.  We had no contact with Mr.
      Clemens regarding the matters disclosed above during the three months ended
      June
      30, 2007, or from June 30, 2007, to the date of this filing.





Additionally,
      from time to time, we may become a party to litigation or other legal
      proceedings that we consider to be a part of the ordinary course of our
      business.





**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES**





In
      March
      2007, we sold 250,000 restricted shares of our common stock to two separate
      investors for aggregate consideration of $50,000 ($25,000 per investor), which
      shares were issued in April 2007. We also granted those investors an aggregate
      of 500,000 warrants (250,000 each) to purchase shares of our common stock at
      an
      exercise price of $0.10 per share. We claim an exemption from registration
      afforded by Section 4(2) of the Securities Act of 1933, as amended, since the
      foregoing issuance did not involve a public offering, the recipients took the
      securities for investment and not resale and we took appropriate measures
      to restrict transfer. No underwriters or agents were involved in the foregoing
      issuances and no underwriting discounts or commissions were paid by
      us.


27





In
      May
      2007, we issued AudioStocks 250,000 restricted shares of our common stock in
      connection with AudioStocks entry into the services agreement with us in April
      2007. We claim an exemption from registration afforded by Section 4(2) of the
      Securities Act of 1933, as amended, since the foregoing issuance did not involve
      a public offering, the recipient took the securities for investment and not
      resale and we took appropriate measures to restrict transfer. No underwriters
      or
      agents were involved in the foregoing issuance and no underwriting discounts
      or
      commissions were paid by us.





In
      July
      2007, we issued an aggregate of 500,000 shares of restricted common stock to
      Ed
      Kessing, in connection with and pursuant to the terms of his employment
      agreement.  We claim an exemption from registration afforded by
      Section 4(2) of the Securities Act of 1933, as amended, since the foregoing
      issuance did not involve a public offering, the recipient took the securities
      for investment and not resale and we took appropriate measures to restrict
      transfer. No underwriters or agents were involved in the foregoing issuance
      and
      no underwriting discounts or commissions were paid by us.





In
      July
      2007, we also issued 2,000,000 warrants to purchase shares of the Company’s
      common stock (the “Warrants”), to Mr. Kessing, which Warrants are exercisable
      for shares of the Company’s common stock at an exercise price of $0.10 per
      share.  Mr. Kessing is to vest 500,000 of the Warrants upon the day
      prior to the one (1) year anniversary of the Effective Date of this Employment
      Agreement, June 14, 2008; 500,000 of the Warrants upon the day prior to the
      two
      (2) year anniversary of the Effective Date of the Employment Agreement, June
      14,
      2009 and 1,000,000 Warrants upon the day prior to the third (3) anniversary
      of
      the Effective Date of the Employment Agreement, June 14, 2010 (each a “Vesting
      Date”), assuming that Executive is still employed under his Employment Agreement
      on each such Vesting Dates.  The Warrants expire if unexercised upon
      the earlier of: the third (3) anniversary of their Vesting Date; or one hundred
      and twenty (120) days after termination of Mr. Kessing’s employment with the
      Company.  We claim an exemption from registration afforded by Section
      4(2) of the Securities Act of 1933, as amended, since the foregoing issuance
      did
      not involve a public offering, the recipient took the securities for investment
      and not resale and we took appropriate measures to restrict transfer. No
      underwriters or agents were involved in the foregoing issuance and no
      underwriting discounts or commissions were paid by us.





In
      July
      2007, we sold 1,000,000 units, each consisting of one share of common stock,
      and
      one three year warrant to purchase one share of common stock at an exercise
      price of $0.10 per share to an individual in consideration for $100,000 or
      $0.10
      per unit. We claim an exemption from registration afforded by Section 4(2)
      of
      the Securities Act of 1933, as amended, since the foregoing issuance did not
      involve a public offering, the recipient took the securities for investment
      and
      not resale and we took appropriate measures to restrict transfer. No
      underwriters or agents were involved in the foregoing issuance and no
      underwriting discounts or commissions were paid by us.





On
      or
      about August 2, 2007, we entered into a services agreement with Stockguru.com
      (“Stockguru”), whereby Stockguru agreed to provide us investor awareness
      coverage on its webpage, and to distribute our press releases and trade
      alerts.  The period of the services agreement was for 90 days, and we
      agreed to issue Stockguru 300,000 restricted shares of common stock in
      connection with such services agreement.  We claim an exemption from
      registration afforded by Section 4(2) of the Securities Act of 1933, as amended,
      since the foregoing issuance did not involve a public offering, the recipient
      took the securities for investment and not resale and we took appropriate
      measures to restrict transfer. No underwriters or agents were involved in the
      foregoing issuance and no underwriting discounts or commissions were paid by
      us.





On
      or
      about August 7, 2007, we entered into a services agreement with WallStreet
      Direct, Inc. (“WallStreet”).  Pursuant to the agreement, which has a
      term of three months, WallStreet agreed to perform certain services to us in
      connection with an investor awareness campaign, including drafting and
      disseminating certain press releases, audiomercials, and to use its best efforts
      to promote a market in our common stock on its webpage.  In
      consideration for the services to be performed by WallStreet, we issued
      WallStreet 800,000 shares of restricted common stock.  We claim an
      exemption from registration afforded by
      Section 4(2) of the Securities Act of 1933, as amended, since the foregoing
      issuance did not involve a public offering, the recipient took the securities
      for investment and not resale and we took appropriate measures to restrict
      transfer. No underwriters or agents were involved in the foregoing issuance
      and
      no underwriting discounts or commissions were paid by us.


28




In
      August
      2007, we sold an aggregate of 200,000 shares of our common stock to an unrelated
      company for $20,000 or $0.10 per share. Although the 200,000 shares have not
      been physically issued as of the date of this filing, they have been included
      in
      the number of issued and outstanding shares disclosed throughout this Form
      10-QSB.  We claim an exemption from registration afforded by Section
      4(2) of the Securities Act of 1933, as amended, since the foregoing issuance
      did
      not involve a public offering, the recipient took the securities for investment
      and not resale and we took appropriate measures to restrict transfer. No
      underwriters or agents were involved in the foregoing issuance and no
      underwriting discounts or commissions were paid by us.








**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





None.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.





**ITEM
      5. OTHER INFORMATION**





None.





**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**





**a)
      Exhibits**





**Exhibit
                Number**
            **Description
                of Exhibit**3.1(1)
            Articles
                of Incorporation3.2(1)
            Certificate
                of Amendment to Articles of Incorporation3.3(2)
            Amended
                and Restated Articles of Incorporation3.4(1)
            Amended
                Bylaws10.1(1)
            James
                Ammons Employment Agreement10.2(1)
            James
                Ammons Option Agreement10.3(1)
            Larry
                Mosley Employment Agreement10.4(1)
            Addendum
                to Larry Mosley's Employment Agreement10.5(1)
            Tim
                Vance Employment Agreement


29





10.6(1)
            Addendum
                to Tim Vance's Employment Agreement10.7(3)
            Agreement
                with United Press International, with exhibits10.8(2)
            Data
                Call Technologies, Inc. Office Space Lease10.9(3)
            Content
                Licensing Agreement with plan_b media/Mindmatics, LLC10.10(3)
            First
                Amendment to Content Licensing Agreement with Mindmatics,
                LLC10.11(3)
            Agreement
                with Traffic.com (which we have not received a signed copy of from
                Traffic.com)10.12(4)(5)
            Reseller
                Agreement with Texas Digital Systems, Inc.10.13(3)
            Sample
                Reseller Agreement (substantially similar to the reseller agreements
                entered into with certain companies as described
                herein)10.14(5)
            Letter
                of Intent with Ariamedia Corporation10.15(4)(5)
            Services
                Agreement with 3M Company10.16(6)
            Debt
                Conversion Agreement with Milford Mast10.17(6)
            David
                Loev Warrant Agreement10.18(6)
            Warrant
                Amendment Agreement with Everett Poe10.19(6)
            Option
                Agreement with James Ammons10.20(6)
            Option
                Agreement with Larry Mosley10.21(6)
            Option
                Agreement with James Vance10.22(6)
            Option
                Agreement with Timothy Vance10.23(6)
            Option
                Agreement with James Tevis10.24(6)
            Option Agreement
                with Everett Poe16.1(7)
            Letter
                from R.E. Bassie & Company31.1*
            Certificate
                of the Chief Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2*
            Certificate
                of the Chief Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002


30





32.1*
            Certificate
                of the Chief Executive Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 200232.2*
            Certificate
                of the Chief Financial Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002




*
      Filed
      herein.





(1) Filed
      as exhibits to our Form SB-2 Registration Statement filed with the Commission
      on
      February 21, 2006, and incorporated herein by reference.





(2)
      Filed
      as exhibits to our amended Form SB-2 Registration Statement filed with the
      Commission on June 29, 2006, and incorporated herein by reference.





(3)
      Filed
      as exhibits to our amended Form SB-2 Registration Statement filed with the
      Commission on August 18, 2006, and incorporated herein by
      reference.





(4)
      Certain portions of these documents are incorporated by reference
      herein  (which portions have been replaced by "X's") have been omitted in
      connection with a request for Confidential Treatment as submitted to the
      Commission.





(5)
      Filed
      as exhibits to our amended Form SB-2 Registration Statement filed with the
      Commission on October 26, 2006, and incorporated herein by
      reference.





(6)
      Filed
      as exhibits to our report on Form 10-KSB, filed with the Commission on April
      3,
      2007, and incorporated herein by reference.





(7)
      Filed
      as an exhibit to our report on Form 8-K, filed with the Commission on April
      27,
      2007, and incorporated herein by reference.





**b)
      Reports on Form 8-K:**





We
      filed
      one report on Form 8-K during the period covered by this report:





·
            We
                filed a report on Form 8-K on April 27, 2007, to report that effective
                April 26, 2007, the client auditor relationship between us and R.E.
                Bassie
                & Company, Certified Public Accountants ("Bassie") was terminated
                because Bassie resigned. Effective April 26, 2007, the Company engaged
                GLO
                CPAs, LLP, Certified Public Accountants as its principal independent
                public accountant for the fiscal year ended December 31,
                2007.








31





**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.










**DATA
                CALL TECHNOLOGIES,
                INC.**DATED:
                August 20, 2007
            By:*/s/
                James Ammons*James
                AmmonsChief
                Executive Officer andPrincipal
                Financial Officer


32