UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549___________________**FORM 10-K**________________________________ ýANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December
31, 2008   ̈TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
         to  Commission
file number 333-131948 DATA CALL
TECHNOLOGIES, INC.(Exact Name Of Registrant
As Specified In Its Charter) Nevada
    30-0062823(State of Incorporation)
    (I.R.S. Employer Identification No.)600
    Kenrick, Suite B-12, Houston, TX
    77060(Address of Principal Executive Offices)
    (ZIP Code) Registrant's
Telephone Number, Including Area Code: (832) 230-2376 **Securities
Registered Pursuant to Section 12(g) of The Act: Common Stock, $0.001** Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. YesxNo ̈Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant's knowledge, in the definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ̈ On December 31,
2008, the aggregate market value of the 58,759,600 shares of common stock held by
non-affiliates of the registrant was approximately $587,596 based on the asked price of
the Registrants common stock on December 31, 2008. On December 31, 2008, the
Registrant had 83,213,100 shares of common stock outstanding. Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer(as
defined in Rule 12b-2 of the Exchange Act)or a smaller
reporting company. Large accelerated
    filer  ̈
    Accelerated filer  ̈
    Non-Accelerated
    filer  ̈
    Smaller reporting
    companyx Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).Yes ̈Nox




TABLE OF CONTENTS Item
    ____
    Description
       _________
    Page
    ____**PART I**ITEM 1.
    DESCRIPTION
    OF BUSINESSITEM 1A.
    RISK FACTORS RELATED TO OUR BUSINESSITEM 1B.
    UNRESOLVED STAFF COMMENTSITEM 2.
    DESCRIPTION OF PROPERTYITEM 3.
    LEGAL PROCEEDINGSITEM 4.
    SUBMISSION OF MATTERS
    TO A VOTE OF SECURITY HOLDERS**PART II**ITEM 5.
    MARKET
    FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6.
    SELECTED FINANCIAL DATAITEM 7.
    MANAGEMENT'S
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONSITEM 7A.
    QUANTITATIVEAND
    QUALITATIVE DISCLOSURE ABOUT MARKET RISKITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATAITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A.
    CONTROLS AND PROCEDURESITEM 9B.
    OTHER INFORMATION******PART III**ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCEITEM 11.
    EXECUTIVE
    COMPENSATIONITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED
    SHAREHOLDER MATTERSITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICESITEM 15.
    EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES




**PART I** Cautionary Statement regarding Forward-Looking Statements


This Annual Report on Form 10-K of Data Call Technologies, Inc.
(hereinafter the "Company", the "Registrant", we,
us, or "Data Call") includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Registrant has based these
forward-looking statements on its current expectations and projections about future
events. These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions about the Registrant that may cause its actual results,
levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should,"
"could," "would," "expect," "plan,"
"anticipate," "believe," "estimate," "continue,"
or the negative of such terms or other similar expressions. Factors that might cause or
contribute to such a discrepancy include, but are not limited to, those described in this
Annual Report on Form 10-K and in the Registrant's other Securities and Exchange
Commission filings. Should one or more of these risks or uncertainties materialize, or
should any of our assumptions prove incorrect, actual results may vary in material
respects from those projected in the forward-looking statements. For a more detailed
discussion of the foregoing risks and uncertainties, see "Risk Factors".
ITEM 1. DESCRIPTION OF
BUSINESS


Data Call Technologies, Inc. ("Data Call," or the
Company) was incorporated under the laws of the State of Nevada as Data Call
Wireless on April 4, 2002. On March 1, 2006, we changed our name to Data Call
Technologies, Inc.

Our mission is to integrate cutting-edge information/content delivery
solutions currently deployed by the media and make this content rapidly available to and
within the control of our retail and commercial clients.  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 as well as to thousands of local, regional
and national clients.

As a development stage company, our business plan is to focus on
growing our client base by offering real-time information/content, seeking to continually
improve the delivery, security and variety of information/content to the Digital Signage
community.

**OVERVIEW**
What
Is Digital Signage?

Plasma and LCD displays are
rapidly replacing printed marketing materials such as signs and placards, as well as the
old fashioned whiteboard, for product and corporate branding, marketing and assisted
selling. The appeal of instantly updating product videos and promotional messages on one
or a thousand remotely located displays is driving the adoption of this exciting marketing
tool. James Bickers, senior editor of Digital Signage Today magazine recently described
digital signage as any form of business communication where a dynamic messaging
device is used to take the place of, or supplement, other forms of messaging. The
key word in this definition of digital signage is dynamic. Digital signage
presentations are typically comprised of repeating loops of information used to brand,
market or sell the owners products and services. But once seen, this information
becomes repetitive and the viewer tunes it out, resulting in low retention of the
clients message. As digital signage comes of age, the dynamic
characteristic of the presentation has taken center stage. Digital
Signage Comes of Age Digital signage is coming of age
and DataCall Technologies has been there from the start. Four years ago, a company wanting
to take the digital signage plunge was faced with a myriad of hardware and software
companies, all offering their own vision of what digital signage should be.
They were given the tools of digital signage, but were left pretty much left to their own
devices as to what to build. Those companies that took the early plunge where then faced
with the fact that no one had come before them to show the rights and wrongs, the dos and
donts of content development. But, even at this early stage of the game, DataCall
recognized that these pioneers of digital signage lacked a key component that would become
an integral part of any successful implementationactive content. In the years since those early days of digital signage, the market has
taken care of weeding out the weaker providers of hardware and software. Companies now
have a clearer understanding of what digital signage is, what is needed for a successful
implementation and the best use of content space given their more-defined and attainable
goals. In the past two years, as the cost of platforms, supporting infrastructure and
displays has fallen dramatically; digital signage has become more accessible to a wider
range of companies. And those companies are realizing that the initial, one-time cost of
getting into the game is far outweighed by the cost of staying in the game, in the form of
ongoing content development. As the cost of deployment decreased, companies began focusing
on attention-grabbing content. Whether the goal of the presentation was product branding,
marketing or assisted selling, content became king. Active content is on everyones
needs list because it is proven to draw customers to the core message and keep
customers engaged throughout the presentation, And DataCall stands ready to serve this
exploding market. The Need
for Speed--Active Content Active content is that part of a
digital signage presentation that is constantly updated with timely and relevant
information. For instance, a typical presentation may contain ten 15-second loops that
provide the primary message of the presentation, but the active content, such as that
provided by DataCall, is updated with new information throughout the day. Those seeking to
add active content to their digital signage presentations are advised to employ
DataCalls integrated content rather than shoehorning broadcast content into their
digital signage presentation. However, by integrating DataCalls active content alongside their
presentations, companies can provide the entertainment content so necessary in dwell-time
retention without disrupting the core message of the presentation. Information categories
provided by DataCall include news, weather, sports, financial data and the latest traffic
alerts. With such a broad range of offerings, companies have access to the active content
they need, regardless of the market they are addressing. DataCall
Opportunities The opportunities for DataCall in
the digital signage industry are countless. Many companies nowadays would outsource all or
part of their content creation. DataCall stands ready as their outsourced provider of
active content data. Whether its general entertainment information (news, sports,
stocks, etc.) or location-targeted active content (weather, traffic, etc), research is
validating the long-held assumption--it is active content that draws viewers to digital
signage and keeps them engaged throughout the presentation. Over the past four years, DataCall has worked with the industry leaders
in digital signage to develop the data formats and communication methods to allow
DataCalls active content to be easily integrated into their hardware and software
products. The Stage
is Set The stage is set and the players
are on their marks. The experience and lessons learned by both providers and implementers
of digital signage are converging at that point where explosive growth in the industry can
be realistically anticipated. DataCall is excited to be in the position they are, poised
to leverage their expertise and relationships in the digital signage industry to bring its
offerings to the next level. Already, DataCall is actively developing the next generation in digital
signage content. Delivering active content video is an opportunity that is in the
immediate future, as well as implementation of interactive digital signage. Whether it is
the use of radio frequency identification (RFID) to delivery active content directly to
customers via their cell phone or engaging the customer to create their own digital
signage experience via text messaging, DataCall will be at the forefront of the evolution
of digital signage--just as DataCall was at the forefront of the revolution of digital
signage. DataCall is poised to ride this explosive growth in digital signage not just as a
service provider, but as a partner providing a key component to the most successful
implementations of digital signage, Partners,
Not Customers DataCalls approach to
customer relations is to not accumulate customers, but to build partnerships. Each
DataCall partner is as unique as the digital signage market they serviceand each has
their own requirements for active content. In developing active content for digital
signage, DataCall identified three factors that had to be addressedreliability,
objectivity and ease of implementation. To address the reliability requirement, DataCall
opted to license information from the leaders news, weather, sports and financial data
rather than scrapping information from the Internet (which can be illegal) or
pulling RSS feeds (which may come and go at the providers whim). Licensing data from
these providers also satisfied the second requirementobjectivity. The Internet is as
littered of slanted opinions and hidden agendas as there are users of the Internet, So
arbitrarily allowing these news sources to go unchecked into DataCalls
active content was completely unacceptable. Finally, the third requirementease of
implementationwas address by both DataCalls licensing of data and the method
by which it was disseminated to their partners. DataCall understood that digital signage implementers had larger issues
to tackle than the multitude of licenses that would need to be managed and the varying
formats of the source data to be dealt with if active content was obtained from multiple
vendors. DataCall offers a one stop shop for all of their active content
requirements covered by a single license. Ease of implementation also would require that
the multiple formats of all DataCalls data providers be distilled into a single
format. Because active content may be displayed in a multitude of ways (banners, tickers,
scrolls or artistically integrated with the overall presentation), DataCall produced a set
of common data layouts in the industry-standard XML (extensible markup language) format.
Many partners find these formats to be easily integrated into their products, but in
several cases, DataCall has produced customized data formats to the exact requirements of
their partners. This customization ensures the highest level of reliable and ease of
integration possible. Go For
Launch The stage is set and the players
are on their marks. Market demand, opportunity and technology converge at a single point
in time, and DataCall is there. Digital signage platforms are evolving to meet mass market
requirements, costs for hardware and software are falling to the point of becoming
commodities and the markets for digital signage are clarifying through historical trial
and error.  Business Operations We currently offer our Direct Lynk Messenger service to customers
through the Internet. The Direct Lynk Messenger Service is a Digital Signage product and
real-time information service which provides "a la carte" client selection (via
our internet web portal) 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
concurrently with customers' existing digital signage systems. 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 businesss 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 choose from our web application, via the Internet, delivered to
digital display devices (plasma, LCD, Jumbotron, etc.) at their establishments. The only
requirements our clients must have are 1) a supported third party digital signage
solution, or similar device, which receives the data from our servers via the Internet,
and displays the content on digital displays and 2) an Internet connection. The Direct
Lynk System is supported by various third party systems, varying in cost from $350 to
$5,000, such as those marketed by 3M Digital Signage, Adaptive LED BroadSign, ChyTV,
Helius, Key West Technologies, Planar, Scala, and Vertigo X Media . The Direct Lynk System not only allows customers to select from the
pre-determined data and information services described below, but also allows customers to
add their own user defined text messages and advertising to the data feed, by picking and
choosing what information they would like to view on their digital displays. The client
may therefore have any message they would like presented to their viewers at a moments
notice, and pick which individual locations and which displays they would like to receive
our feeds based on how their digital signage network is configured. The current types of data and information, for which a client is able
to subscribe to 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
    Health/Science News top
    science/health 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;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 continuously 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.  Material Contracts In March 2006, we entered into a two-year agreement with a platform
developer, Mindmatics LLC, a company which merges various software applications for use on
related existing applications and devices, which allows us to transfer our Direct Lynk
System streaming text feed to cell phones equipped with Internet access. The platform
developer in turn has agreements with various cell phone companies, which allows us to
provide our streaming text feed to cell phones equipped with Internet access both in the
United States and Europe. Revenue pursuant to this contract may be generated two different
ways, (i) the cell phone carrier may choose to bill the end user directly for this
service, which monthly fee will be split between the carrier, the platform developer and
us; or (ii) the cell phone carrier may choose to contract with the platform developer and
broadcast a small piece of information to all of its subscribers at a small per customer
cost, which fee would then be split between the platform developer and us. Pursuant to the
agreement, we receive 45% of the revenue generated by the use of our technology by
Mindmatics. Effective April 2, 2006, we entered into a one-year End-User Agreement
with Arena Media Networks, which provides television and advertising displays and content
to various sports arenas nationally, including Shea Stadium, Yankee Stadium, US Cellular
Field, Comerica Field, Fenway Park, Joe Robbie Stadium, Conseco Fieldhouse, the SBC Center
in San Antonio, the Target Center in Minnesota and the Toyota Center in Houston, among
others. Two additional arenas were added in 2007. Pursuant to the agreement, which is
renewable for subsequent one-year terms, we provide our Direct Lynk System to Arena. On September 6, 2006, we entered into a two-year services agreement
with 3M Digital Signature, pursuant to which we agreed to supply 3M the use of our Direct
Lynk Messenger technology. Pursuant to the agreement, all materials made available to us
by 3M in connection with the services we will provide will remain the property of 3M.  Dependence On One Or A Few Customers At December 31, 2008 we had 90 customers who pay to subscribe to our
Direct Lynk System, which represents an increase of 40 customers at the end of 2007. We
also have several companies which are testing the Direct Lynk System, and expect that
several of them may become future customers. We are dependent upon our major customers,
which include: AMX, 3M Digital Signage, Leightronix, Inc., Zero in Media, LLC and
Adtekmedia, Inc. During 2008, our five largest customers accounted for 60% of our
revenues.  Employees At December 31, 2008, we had 5 full time employees. Depending upon our
level of our growth, we expect that we will be required to hire additional personnel in
the areas of sales and marketing, software design, research and development, etc.  Estimate Of The Amount Spent On Research And Development Activities Since our inception in April 2002, the majority of our expenditures
have been on research and development of our Direct Lynk Messenger System, including
software and hardware development and testing. The amount spent on this research and
development since inception through December 31, 2008 is approximately $2,000,000. **ITEM
1A. RISK FACTORS RELATED TO OUR BUSINESS** Investing in our common stock will provide an investor with an equity
ownership interest. Shareholders will be subject to risks inherent in our business. The
performance of our shares will reflect the performance of our business relative to, among
other things, general economic and industry conditions, market conditions and competition.
The value of the investment may increase or decrease and could result in a loss. An
investor should carefully consider the following factors as well as other information
contained in this annual report on Form 10-K. This annual report on Form 10-K also contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in the forward-looking statements as a result of many
factors, including the risk factors described below and the other factors described
elsewhere in this Form 10-K.  We require additional financing to continue our business plan Additional financing is expected to be required in 2009, but there can
be no assurance that such financing will be available at terms and conditions acceptable
to the Company.  Further, there can be no assurance that unforeseen events, such
as the length of time necessary to generate increasing market acceptance of our Direct
Lynk System, or any unexpected material increased development costs, or the general
economy in the markets where we offer our Direct Lynk System, may result in an inability
to secure necessary additional financing at satisfactory terms and conditions, if at all.
Since inception, we have been dependent upon financing raised through the sale of
restricted shares of our common stock to support our operations. We expect that we will be
required to raise additional funding through the issuance of restricted shares of our
common stock, but there can be no assurance that we will be able to raise sufficient
capital in a timely manner to continue our business plan at anticipated levels of growth. We do not have any commitments or identified sources of additional
capital from third parties or from our officers, directors or principal shareholders.
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 generate sufficient revenues in
order for us to continue to grow our operations. If we are unable to raise additional
financing in a timely manner, it would have a material adverse effect upon our ability to
fully implement our business plan and/or to continue with our current level of operations.  We have generated only limited revenues in the past We have generated only limited revenues from subscriptions to our
Direct Lynk System to date. In order to attract new customers for our Direct Lynk System,
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 gain
experience with our products and determine the benefit of implementing our Direct Lynk
System into 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 significant future demand for our products. If we are unable to
generate significant revenues through the sale of subscriptions for our Direct Lynk System
in the future and are unsuccessful in our sales and marketing efforts, we may have to
revise our business plan in order to continue our operations.  We face significant competition We face significant competition in our efforts to market our Direct
Lynk System. Many of our competitors are well-established entities and possess far greater
financial, technical, human and other resources than does the Company. We must compete
against many companies in fragmented, highly competitive markets and we have fewer
resources than many of those companies. Our Direct Lynk System competes principally on the
basis of the following factors: product quality and ability to custom design content to a
customers specifications; and price. Competitive pressures, including those
described above, and other factors could cause us additional difficulties in acquiring a
sufficient number of customers and generating a level of subscription sales to grow and
become profitable, of which there can be no assurance..  Lack of patent and proprietary information protection We have no patents, patent applications, trademarks, trademark
applications or licenses covering our Direct Lynk System. We may choose to file patent
applications in the future, if our management believes it is in our best interests. In the
event that our Direct Lynk System infringes the patent or proprietary rights of others, we
may be required to modify our process or obtain a license. There can be no assurance that
we would be able to do so in a timely manner, upon acceptable terms and conditions or at
all. The failure to do so would have a material adverse effect on our business. In
addition, there can be no assurance that we will have the financial or other resources
necessary to prosecute or defend a patent infringement or proprietary rights action.
Moreover, if any of our products infringe patents or proprietary rights of others, we
could, under certain circumstances, become liable for damages, which could have a material
adverse effect on our operations and financial condition.  We rely on key management personnel We are highly dependent upon the services and efforts of key management
personnel including: Timothy Vance, our Chief Executive Officer, Chief Operating Officer
and Director; and James Tevis our Chief Technology Officer. Our ability to operate and
implement our business plan is heavily dependent upon the continued service of Messrs.
Vance and Tevis, as well as our ability to attract, retain and motivate other qualified
personnel. Messrs. Vance and Tevis entered into three-year employment contracts on October
1, 2005, which are renewable upon the mutual acceptance of both parties. The loss of
Messrs. Vance or Tevis, or our inability to hire and retain qualified sales and marketing,
software engineers 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.  We are highly dependent upon our ability to successfully market Direct
Lynk System to subscribers We are dependent on the abilities of our sales and marketing
department, which currently consists of 4 persons, to continue to generate subscriptions
for our Direct Lynk System and to broaden our customer base. While the number of paying
subscribers for our Direct Lynk System increased to 90 at December 31, 2008 compared to 38
at year-end 2007, there can be no assurance that our sales and marketing department will
be able to continue to achieve market acceptance for our Direct Lynk System and increase
our customer base to a level that will permit profitable operations. If our sales and
marketing department is unable to continue to generate new customers and attract trial
customers to test our Direct Lynk System and experience what we believe are our advantages
and learn of their potential uses, we may not be able to generate sufficient revenues to
continue with planned research and development on new products and improve our current
products.  Potential liability for sales of unregistered shares During the period from October 2003 to December 2005, we sold
unregistered shares of common stock that were to certain person, some of whom were
non-accredited investors. The restricted shares 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 may not have been provided audited financial statements, and
adequate disclosure of a description of business and risk factors associated with our
business and results of operations, among other disclosure. In December 2005 and January
2006, we offered rescission to 22 shareholders who had subscribed for 2,044,000 shares at
$.10 per share, and provided each shareholder pursuant to applicable state laws, at least
thirty days to decide whether to accept or reject the rescission offer. 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, the
disclosure contained in our Registration Statement on Form SB-2 that was filed with the
SEC. 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.  Potential future government regulation of the Internet may adversely
affect our business We are dependent upon the Internet in connection with our business
operations and the delivery of content for our Direct Lynk System. 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 potential jurisdiction of the FCC over the Internet is broad
and if the FCC should determine in the future to regulate the Internet, our operations, as
well as those of other Internet service providers, could be adversely. Compliance with
future government regulation of the Internet could result in increased costs and because
of our limited resources, it would have a material adverse effect on our business
operations and operating results and financial condition.  We are a development stage company and have a relatively limited
operating history As a development stage company we have only begun to generate revenues
from our Direct Lynk System during the past two years. As a result of our relatively
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.  We are dependent on the security of the Internet to serve our
customers; any security breaches or other Internet difficulties could adversely affect our
business 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 ( hacker) 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 could be irreparably
harmed. Although we currently have in place security measures that we feel are adequate to
protect our business and those of our customers, 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, in
which event we could lose customers and experience a material impact on our financial
condition.  We must rely on other companies to maintain the Internet infrastructure
if we hope to be successful Our future 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 anticipated 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 by hackers and others, the infrastructure of the
Internet may be unable to support the demands placed on it at any particular time or from
time-to-time. Because we rely heavily on the Internet and our limited capital, any
disruption of the Internet could adversely affect us to a greater degree than our
competitors and other users of the Internet.  Our website and systems are hosted by a third party and we are
vulnerable to disruptions or other events that are beyond our control Our website and systems are hosted by a third party. We are dependent
on our systems ability to stream information over the Internet to customers. If our
systems fail or become unavailable, it would harm our reputation, result in a loss of
current and potential future customers and could cause us to breach existing agreements.
Our success depends, in part, on the performance, reliability and availability of our
services, which in turn are dependent on our third-party provider. 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, which would have a negative impact
on our business and financial conditions.  Our software could contain bugs or be compromised by viruses which
could cause interruption of our services and negatively affect our ability to continue to
develop our reputation Our Direct Lynk System uses sophisticated software which could be found
to contain bugs or could be compromised by viruses. While we have not experienced any
material bugs or viruses to date, if such event could occur, such event(s) could be costly
for us to identify and repair, and until such bugs or viruses, 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.  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 negative working capital of
$161,764 and an accumulated deficit of $8,385,509 as of December 31, 2008, 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.  **RISK FACTORS RELATED TO MARKET OF OUR COMMON STOCK** Market prices of our equity securities can fluctuate significantly The market prices of our common stock may change significantly in
response to various factors and events beyond our control, including the following: - the other risk factors described in this Form 10-K;
- changing demand for our products and services and ability to develop and generate
sufficient revenues;
- any delay in our ability to generate operating revenue or net income;
- general conditions in markets we operate in;
- general conditions in the securities markets;
- issuance of a significant number of shares, whether for compensation under employee
stock options, conversion of debt, potential acquisitions, additional financing or
otherwise.  There is only a limited trading market for our common stock Our Common Stock is subject to quotation on the NASD Bulletin Board.
There has only been limited trading activity in our common stock. There can be no
assurance that a more active trading market will commence in our securities as a result of
the increasing operations of Data Call. Further, in the event that an active trading
market commences, there can be no assurance as to the level of any market price of our
shares of common stock, whether any trading market will provide liquidity to investors, or
whether any trading market will be sustained. State blue sky registration; potential limitations on resale of our
securities Our common stock, the class of the Companys securities that is
registered under the Exchange Act, has not been registered for resale under the Securities
Act of 1933 or the "blue sky" laws of any state. The holders of such shares and
persons who desire to purchase them in any trading market that might develop in the
future, should be aware that there may be significant state blue-sky law restrictions upon
the ability of investors to resell our securities. Accordingly, investors should consider
the secondary market for the Company's securities to be a limited one. It is the intention of the management to seek coverage and
publication of information regarding the Company in an accepted publication which permits
a manual exemption. This manual exemption permits a security to be distributed in a
particular state without being registered if the Company issuing the security has a
listing for that security in a securities manual recognized by the state. However, it is
not enough for the security to be listed in a recognized manual. The listing entry must
contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet,
and (3) a profit and loss statement for either the fiscal year preceding the balance sheet
or for the most recent fiscal year of operations. Furthermore, the manual exemption is a
nonissuer exemption restricted to secondary trading transactions, making it unavailable
for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and
Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance
Reports, and many states expressly recognize these manuals. A smaller number of states
declare that they "recognize securities manuals" but do not specify the
recognized manuals. The following states do not have any provisions and therefore do not
expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana,
Montana, South Dakota, Tennessee, Vermont and Wisconsin. Dividends unlikely on our common stock We do not expect to pay dividends for the foreseeable future. The
payment of dividends, if any, will be contingent upon our future revenues and earnings,
capital requirements and general financial condition. The payment of any dividends will be
within the discretion of our board of directors. It is our intention to retain all
earnings for use in our business operations and accordingly, we do not anticipate that the
Company will declare any dividends in the foreseeable future.  Compliance with Penny Stock Rules Our securities will initially be considered a "penny stock"
as defined in the Exchange Act and the rules thereunder, since the price of our shares of
common stock is less than $5. Unless our common stock is otherwise excluded from the
definition of "penny stock," the penny stock rules apply with respect to that
particular security. The penny stock rules require a broker-dealer prior to a transaction
in penny stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the SEC that provides information about penny stocks and
the nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its sales person in the transaction, and monthly
account statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules require that the broker-dealer, not otherwise
exempt from such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser's written agreement to the
transaction. These disclosure rules have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny stock
rules. So long as the common stock is subject to the penny stock rules, it may become more
difficult to sell such securities. Such requirements, if applicable, could additionally
limit the level of trading activity for our common stock and could make it more difficult
for investors to sell our common stock.  Shares eligible for future sale As of December 31, 2008, the Registrant had 83,213,100 shares of common
stock issued and outstanding 34,186,350 shares are "restricted" as that term is
defined under the Securities Act, and in the future may be sold in compliance with Rule
144 under the Securities Act. Rule 144 generally provides that a person holding restricted
securities for a period of one year may sell every three months in brokerage transactions
and/or market-maker transactions an amount equal to the greater of one (1%) percent of (a)
the Company's issued and outstanding common stock or (b) the average weekly trading volume
of the common stock during the four calendar weeks prior to such sale. Rule 144 also
permits, under certain circumstances, the sale of shares without any quantity limitation
by a person who has not been an affiliate of the Company during the three months preceding
the sale and who has satisfied a two-year holding period. However, all of the current
shareholders of the Company owning 5% or more of the issued and outstanding common stock
are subject to Rule 144 limitations on selling.  The Nevada Revised Statutes and our articles of incorporation authorize
to issue additional shares of common stock and shares of preferred stock, which preferred
stock having such rights, preferences and privileges as our board of directors shall
determine Pursuant to our Articles of Incorporation, as amended and restated, we
have authorized capital stock of 200,000,000 shares of common stock and 10,000,000 shares
of preferred stock. As of the December 31, 2008, we have 83,213,100 shares of common stock
issued and outstanding and no shares of preferred stock issued and outstanding. Our Board
of Directors has the ability, without shareholder approval, to issue a significant number
of additional shares of common stock without shareholder approval, which if issued would
cause substantial dilution to our then common shareholders. Additionally, shares of
preferred stock may be issued by our Board of Directors at their sole discretion and
without shareholder approval, in such classes and series, having such rights, including
voting rights and super-majority voting rights, and such preferences and relative,
participating, optional or other special rights, powers and privileges as determined by
our Board of Directors from time-to-time. If shares of preferred stock are issued by our
Board of Directors having super-majority voting rights, or having conversion rights to
convert their preferred stock into a number of shares of common stock at a ratio of
greater that one-for-one, holders of our common stock would be subject to dilution that
may be significant.  Our officers and directors do not own a majority of our issued and
outstanding shares of common stock and as a result we could experience a change in control Our current officers and directors can vote an amount of common stock
equal to approximately twenty-five percent of our outstanding common stock. As a result,
our officers and directors do not have majority voting control over us and our
shareholders who are not officers and directors may be able to obtain a sufficient number
of votes to choose who serves as our members of our Board of Directors. As a result, 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. In such event, 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 to decline. **ITEM 1B.
UNRESOLVED STAFF COMMENTS** None.  ITEM 2. DESCRIPTION OF
PROPERTY Effective April 1, 2005, we entered into a three-year lease for our
principal offices consisting of approximately 2,240 square feet located at 600 Kenrick,
Suite B-12, Houston, Texas 77060, with First Industrial Development Services, Inc., an
unaffiliated third-party. The lease provides for a monthly rental of $1,164.80. On January 1, 2006, we entered into a three-year lease with an
unaffiliated third-party for approximately 1,875 square feet of office space used by our
sales and marketing and development departments. The facility is located at 14683 Midway
Road, Suite 150, Addison, Texas 75001 and provides for a monthly rental fee of the lease
is $1,719. We believe that our present facilities are sufficient for the foreseeable
future.  ITEM 3. LEGAL PROCEEDINGS None.  ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. **PART II** **ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS** **Market
Information** Our common stock is
currently quoted on the NASD Bulletin Board under the symbol DCLT, an NASD-sponsored and
operated inter-dealer automated quotation system for equity securities not included on The
Nasdaq Stock Market. Quotation of the Company's securities on the NASD Bulletin Board
limits the liquidity and price of the Company's common stock more than if the Company's
shares of common stock were listed on The Nasdaq Stock Market or a national exchange. For
the periods indicated, the following table sets forth the high and low bid prices per
share of common stock. The below prices represent inter-dealer quotations without retail
markup, markdown, or commission and may not necessarily represent actual transactions. Fiscal 2008
    
    Fiscal 2007
    
    Fiscal 2006High
    
    Low
    
    High
    
    Low
    
    High
    
    LowFirst
    Quarter ended March 31
    
    $
    0.03
    
    $
    0.10
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Second Quarter ended June 30
    
    $
    0.03
    
    $
    0.11
    
    $
    0.35
    
    $
    0.09
    
    $
    -
    
    $
    -Third Quarter ended September 30
    
    $
    0.02
    
    $
    0.05
    
    $
    0.20
    
    $
    0.07
    
    $
    -
    
    $
    -Fourth Quarter ended December 31
    
    $
    0.01
    
    $
    0.02
    
    $
    0.20
    
    $
    0.04
    
    $
    -
    
    $
    -As of December 31,
2008, our shares of common stock were held by approximately 192 stockholders of record.

**Dividends**

Holders of common
stock are entitled to dividends when, as, and if declared by the Board of Directors, out
of funds legally available therefore. We have never declared cash dividends on its common
stock and our Board of Directors does not anticipate paying cash dividends in the
foreseeable future as it intends to retain future earnings to finance the growth of our
businesses. There are no restrictions in our articles of incorporation or bylaws that
restrict us from declaring dividends.

**Securities
Authorized for Issuance Under Equity Compensation Plans** No equity
compensation plan or agreements under which our common stock is authorized for issuance
has been adopted during the fiscal year ended December 31, 2008.  **Recent Sales Of Unregistered Securities** **Date**
    **Title**
    **Shares
    Issued/to be Issued**
    **Persons**
    **Cash or Non Cash Consideration**03/06-12/06
    Common
    9,050,000
    Private Placement
    Private sale at $0.10 per share02/02/06
    Common
    100,000
    Tom Mathews
    For Services provided valued at $10,00002/08/06
    Common
    10,000
    Larry Arms
    For Services provided valued at $1,00006/01/06
    Common
    500,000
    Everett Poe
    For Services provided valued at $50,00006/01/06
    Common
    250,000
    Ryan
    Thompson
    For Services provided valued at $25,00010/16/06
    Common
    500,000
    Terry
    Breedlove
    For Services provided valued at $50,00012/15/06
    Common
    125,000
    Julie Dohle
    For Services provided valued at $12,50012/15/06
    Common
    25,000
    Lindsay
    Deal
    For Services provided valued at $2,50012/15/06
    Common
    100,000
    Rick Porter
    For Services provided valued at $100,00011/01/06
    Common
    1,000,000
    Regional
    Marketing Co
    Private sale at $0.10 per share12/01/06
    Common
    2,000,000
    Regional
    Marketing Co
    Private sale at $0.10 per share01/07 - 12/07
    Common
    6,550,000
    Private Placement
    Private sale at $0.10 per share06/15/07
    Common
    500,000
    Ed Kessing
    For Services as Employee provided valued at $50,00008/07/07
    Common
    800,000
    WallStreet Direct, Inc.
    For Services provided valued at $0.1210/12/07
    Common
    1,000,000
    Tim Vance
    For Services as Employee provided valued at $110,00005/09/07
    Common
    250,000
    Audistock, Inc.
    For Services provided valued at $37,50010/12/07
    Common
    750,000
    Dale Pinkert
    For Services as Employee provided valued at $82,50002/07/07
    Common
    1,000,000
    Everett Poe
    For Services as Employee provided valued at $100,00001/02/07
    Common
    500,000
    Milford Mast
    Conversion of $50,000 of debt into equity10/12/07
    Common
    750,000
    Gary Kummer
    For Services as Employee provided valued at $82,50010/12/07
    Common
    150,000
    James Vance
    For Services as Employee provided valued at $16,50008/02/07
    Common
    300,000
    Pentony Enterprises, LLC
    For Services provided valued at $39,00010/12/07
    Common
    50,000
    Sharon Armstrong
    For Services as Employee provided valued at $5,50010/12/07
    Common
    100,000
    Todd Bailey
    For Services as Employee provided valued at $11,00001/17/07
    Option
    750,000
    James Tevis
    For Services as Employee, exercisable at $0.1001/17/07
    Option
    1,250,000
    Tim Vance
    For Services as Employee, exercisable at $0.1001/17/07
    Option
    400,000
    Jim Vance
    For Services as Employee, exercisable at $0.1001/17/07
    Option
    500,000
    Larry Mosley
    For Services as Employee, exercisable at $0.1001/17/07
    Option
    2,000,000
    Jim Ammons
    For Services as Employee, exercisable at $0.1001/29/07
    Warrant
    900,000
    Miracle Tech, LLC
    For Services provided, exercisable at $0.1002/01/07
    Warrant
    1,500,000
    Everett Poe
    For Services as employee, exercisable at $0.1001/25/08
    Common
    400,000
    JMW Investments, LLC
    For Services provided valued at $20,00002/18/08
    Common
    800,000
    International Monetary
    For Services provided valued at $72,00002/18/08
    Common
    1,000,000
    John E. Nelson
    Private sale at $0.05 per share02/21/08
    Common
    200,000
    The Taurus Beneficial Fund
    Private sale at $0.05 per share02/22/08
    Common
    1,000,000
    Ammon Wengerd
    Private sale at $0.05 per share02/22/08
    Common
    200,000
    Don Armstrong
    Private sale at $0.05 per share The Company believes that the issuances and sale of the
restricted shares were exempt from registration pursuant to Section 4(2) of the Act as
privately negotiated, isolated, non-recurring transactions not involving any public
solicitation. The recipients in each case represented their intention to acquire the
securities for investment only and not with a view to the distribution thereof.
Appropriate restrictive legends are affixed to the stock certificates issued in such
transactions. This offering was done with no general solicitation or advertising by the
Registrant. The investors in the 2006, 2007 and 2008 private placements were business
acquaintances of management and and the private sale transactions were negotiated between
the investors and management individually. All recipients of restricted shares either
received adequate information about the Company or had access, through employment,
relation and/or business relationships with the Company to such information. Based on an
analysis of the above factors, the Registrant has met the requirements to qualify this
offering and sale for exemption under Section 4(2) of the Securities Act of 1933. **ITEM
6. SELECTED FINANCIAL DATA** **Operating Results Data:**
    
    **2008**
    
    **2007**Revenues
    $
    353,461
    $
    129,345Net loss
    
    (626,214)
    
    (1,689,513)Net loss per basic common shareholder
    
    (0.01)
    
    (0.03)Basic weighted average common shares
    
    78,371,100
    
    65,753,100**Financial Position Data:**Total assets
    
    64,412
    
    111,416Total liabilities
    
    392,641
    
    326,023Stockholders' equity (deficit)
    
    (328,229)
    
    (214,607)




**ITEM
7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATION** We believe that we can continue our business operations for
approximately the next three (3) months, assuming expenses do not increase significantly
and based on the fact that we are currently generating a small amount of revenues through
subscriptions to our Direct Lynk system, and through subscriptions for shares of our
common stock which we have received since December 31, 2008. During the last nine months,
the Company has implemented cost management measurements to reduce monthly expenditures.
Our current rate of monthly expenditures is approximately $45,000. We will continue these
efforts to streamline operations, as we focus on increasing sales and gross revenues over
the next twelve months. We currently have no plans to increase the number of employees.
However, as new opportunities present themselves, we may find it necessary to bring human
resources on staff to accommodate the preparations for those opportunities. 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. We estimate the Company will generate revenues in excess of $600,000 in
2009. 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 2007 and hope to
build and increase such subscribers moving forward. However, as of the date of this
filing, we have generated only limited 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 operating 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). The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 7 to the financial
statements, the Company has 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. These factors raise substantial doubt about the
Companys ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty. THE YEAR ENDED DECEMBER 31, 2008 COMPARED TO THE YEAR ENDED DECEMBER 31,
2007 We had $353,461 of sales revenue for the year ended December 31, 2008,
compared to sales revenue of $129,345 for the year ended December 31, 2007, an increase in
sales revenue of $224,116 or 173% from the prior period. We generate revenues through
subscription fees received in connection with our Direct Lynk System. We had total costs of sales for the year ended December 31, 2008 of
$77,861 compared to total costs of sales of $43,081 for the year ended December 31, 2007,
which resulted in a gross margin of $275,600 for the year ended December 31, 2008,
compared to a gross margin of $86,264 for the year ended December 31, 2007, an increase in
gross margin of $189,336 from the prior year, which increase was due to increased sales of
our subscription based product. Cost of sales as a percentage of sales was 22% for the year ended
December 31, 2008, compared to 33% for the year ended December 31, 2007. As we gain more
customers and enter into more service agreements, we anticipate our cost of sales will
decrease further as we expect to take advantage of economies of scale and because the net
cost to us of adding additional subscribers and fees is minimal. We had total expenses of $901,814 for the year ended December 31, 2008,
compared to total expenses of $1,775,777 for the year ended December 31, 2007, a decrease
in expenses of $873,963 or 49% from the prior period. The increase in expenses was mainly
due to an increase in advertising and marketing expenses. We had a net loss of $626,214 for the year ended December 31, 2008,
compared to a net loss of $1,689,513 for the year ended December 31, 2007, an
insignificant increase to the prior year. LIQUIDITY AND CAPITAL RESOURCES We had current assets of $26,477 as of December 31, 2008, which
consisted of cash of $8,971 and accounts receivable (net of $510 of allowance for doubtful
accounts) of $17,506, compared to total current assets of $51,057 consisting mainly of
cash as of December 31, 2007, a decrease of $24,580 in current assets from December 31,
2007, which decrease in current assets was mainly due to cash used for operating expenses
and general working capital during the year ended December 31, 2008. We had total assets of $64,412, as of December 31, 2008, which consisted
of current assets of $26,477; total property and equipment (net of accumulated
depreciation) of $32,680, which included high end flat screen televisions, computers and
software equipment responsible for running our Direct Lynk System which is stored in our
Houston and Dallas offices; and other assets of $5,255, which included our deposit on our
Houston and Dallas office space. We had total liabilities of $392,641 as of December 31, 2008, consisting
of current liabilities of $188,241 and non-current liabilities consisting of redeemable
common stock of $204,400 as of December 31, 2008. Current liabilities consisted of
accounts payable of $75,533 and 112,708 in accrued salaries. 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 a negative working capital of $161,764 and an accumulated deficit
of $8,385,509 as of December 31, 2008. We used $186,442 of cash in our operating activities for the year ended
December 31, 2008, which was mainly due to a net loss of $626,214, offset by non-cash
compensation of $102,875, which shares were issued to our consultants and employees in
connection with services rendered, $119,332 in compensation for stock options and
warrants, accrued salaries of $134,883 and depreciation and amortization costs of $22,424. We had no investing activities in 2008. We received $165,000 from
financing activities for the year ended December 31, 2008, representing proceeds from the
sale of 3,800,000 shares of our common stock pursuant to a private placement offering. Due to our limited cash position, we believe that we have to raise
additinal funds to continue our operations for approximately the next three 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. There can be 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 eight to twelve 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. 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. **ITEM
7A. QUANTITATIVEAND QUALITATIVE DISCLOSURE ABOUT MARKET RISK** We have not entered
into, and do not expect to enter into, financial instruments for trading or hedging
purposes.




**ITEM 8.FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA** **DATA CALL
TECHNOLOGIES, INC.** **Financial Statements:** Report of Independent Registered Public Accounting FirmReport of Independent
    Registered Public Accounting FirmBalance Sheets -
    December 31, 2008 and 2007Statements
    of Operations -Years ended December 31, 2008 and 2007With cumulative totals from inception
    to December 31, 2008Statements of Stockholders Equity -
    Years ended December 31, 2008and 2007With cumulative totals from inception to
    December 31, 2008Statements of Cash Flows - Years ended December 31,
    2008and 2007With cumulative totals from inception to
    December 31, 2008Notes to
    Financial Statements




opinion2008.jpg (320174 bytes)




**GLO CPAs, LLP** 12941 Interstate 45 N., Ste. 422
Houston, Texas 77060 P: 281-873-5005
F: 281-873-5383  Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Data Call Technologies: We have audited the accompanying balance sheet of Data Call
Technologies, Inc. (a development state company  the Company) as of December 31,
2007, and related statements of operations, stockholders equity, and cash flows for
the year ended December 31, 2007. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. The Company is not required to have, nor
were we engaged to perform an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Companys internal
control over financial reporting. Accordingly we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our
opinion. In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Data Call Technologies, Inc.
as of December 31, 2007, and the results of its operations and its cash flows for the year
ended December 31, 2007, in conformity with accounting principles generally accepted in
the United States of America. The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 8 to the financial
statements, the Company has limited capital. Successful development and marketing of the
Companys products and procurement of additional financing is necessary for the
company to continue as a going concern. These factors raise substantial doubt about the
Companys ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty. GLO CPAs, LLLP Houston, Texas
April 14, 2008




**DATA
    CALL TECHNOLOGIES, INC.**(A Development Stage Company)**Balance Sheets**December 31, 2008 and 2007Assets****
    
    **2008**
    
    **2007**Current assets:Cash
    $
    8,971
    $
    30,413Accounts receivable, less allowance for
    doubtful accounts of $510 at December 31, 2008 and $10,686 at December 31, 2007
    
    17,506
    
    20,644Total
    current assets
    
    26,477
    
    51,057Property and equipment
    
    118,304
    
    118,304Less accumulated
    depreciation and amortization
    
    85,624
    
    63,200Net
    property and equipment
    
    32,680
    
    55,104Other assets
    
    5,255
    
    5,255Total assets
    $
    64,412
    $
    111,416Liabilities and Stockholders' Equity (Deficit)Current liabilities:Accounts payable
    
    75,533
    
    69,073Accrued salaries
    
    112,708
    
    52,550Total
    current liabilities
    
    188,241
    
    121,623Redeemable common stock
    
    204,400
    
    204,400Total liabilities
    
    392,641
    
    326,023Stockholders' equity:Preferred stock, $.001 par value. Authorized
    10,000,000 shares: None issued
    
    -
    
    -Common stock, $.001 par
    value. Authorized 200,000,000 shares:83,213,100 shares issued and outstanding at December
    31, 2008,73,068,100 shares issued and outstanding at December
    31, 2007
    
    83,213
    
    73,068Additional paid-in capital
    
    8,127,680
    
    7,744,565Deficit accumulated during the development stage
    
    (8,385,509)
    
    (7,759,295)(174,616)
    
    58,338Deferred stock compensation
    
    (153,613)
    
    (272,945)Total stockholders' equity
    (deficit)
    
    (328,229)
    
    (214,607)Total liabilities and
    stockholders' equity
    $
    64,412
    $
    111,416The accompanying notes are an integral part of these
    financial statements.




**DATA CALL TECHNOLOGIES, INC.**(A Development Stage Company)**Statements of Operations**Years ended December 31, 2008 and 2007**Cumulative****totals from****inception to****2008**
    
    **2007**
    
    **December
    31, 2008**RevenuesSales
    $
    353,461
    $
    129,345
    $
    558,003Cost of sales
    
    77,861
    
    43,081
    
    178,558Gross
    margin
    
    275,600
    
    86,264
    
    379,445Operating expenses:Employee compensation
    
    395,337
    
    1,012,592
    
    4,837,944Contractual services
    
    -
    
    96,500
    
    916,074Legal and accounting
    
    223,105
    
    172,645
    
    1,020,706Product development
    costs
    
    2,772
    
    21,993
    
    409,687Travel
    
    14,865
    
    108,085
    
    406,443Office and equipment
    rental
    
    36,478
    
    29,184
    
    174,549Office supplies and
    expenses
    
    10,344
    
    5,520
    
    183,122Telephones
    
    25,964
    
    23,727
    
    133,340Advertising and
    marketing
    
    122,192
    
    256,269
    
    432,115Other
    
    48,333
    
    22,950
    
    165,350Depreciation and
    amortization expense
    
    22,424
    
    26,312
    
    85,624Total
    operating expenses
    
    901,814
    
    1,775,777
    
    8,764,954Net loss before income taxes
    
    (626,214)
    
    (1,689,513)
    
    (8,385,509)Provision for income taxes
    
    -
    
    -
    
    -Net loss
    $
    (626,214)
    $
    (1,689,513)
    $
    (8,385,509)Net loss per common share - basic and diluted:Net loss applicable to common shareholders
    $
    (0.01)
    $
    (0.03)Weighted average common shares:Basic and Diluted
    
    78,371,100
    
    65,753,100The accompanying notes are an integral part of these
    financial statements.




**DATA CALL
    TECHNOLOGIES, INC.**( A
    Development Stage Company)**Statements
    of Stockholders' Equity**Years
    ended December 31, 2008 and 2007**Common Stock**
    
    **Additional**
    
    **Accumulated**
    
    **Unearned**
    
    **Stockholders' equity****shares**
    
    **amount**
    
    **paid in capital**
    
    **deficit**
    
    **compensation**
    
    **(deficit)**Balance, December 31, 2001
    
    $
    
    $
    
    $
    
    $
    
    $Issuance of common shares underprivate placement, as restated
    1,962,000
    
    1,962
    
    194,238
    
    -
    
    -
    
    196,200Stock-based compensation expense
    11,025,000
    
    11,025
    
    1,091,475
    
    -
    
    -
    
    1,102,500Net loss
    -
    
    -
    
    -
    
    (1,420,518)
    
    -
    
    (1,420,518)Balance, December 31, 2002, as restated
    12,987,000
    
    12,987
    
    1,285,713
    
    (1,420,518)
    
    -
    
    (121,818)Issuance of common shares underprivate placement, as restated
    1,940,000
    
    1,940
    
    192,060
    
    -
    
    -
    
    194,000Stock-based compensation expense
    5,620,000
    
    5,620
    
    556,380
    
    -
    
    -
    
    562,000Net loss
    -
    
    -
    
    -
    
    (837,500)
    
    -
    
    (837,500)Balance, December 31, 2003, as restated
    20,547,000
    
    20,547
    
    2,034,153
    
    (2,258,018)
    
    -
    
    (203,318)Issuance of common shares underprivate placement, as restated
    4,898,500
    
    4,899
    
    484,951
    
    -
    
    -
    
    489,850Stock-based compensation expense
    5,660,000
    
    5,660
    
    560,340
    
    -
    
    -
    
    566,000Net loss
    -
    
    -
    
    -
    
    (1,060,847)
    
    -
    
    (1,060,847)Balance, December 31, 2004, as restated
    31,105,500
    
    31,106
    
    3,079,444
    
    (3,318,865)
    
    -
    
    (208,315)Issuance of common shares underprivate placement, as restated
    13,884,000
    
    13,884
    
    1,374,516
    
    -
    
    -
    
    1,388,400Stock-based compensation expense
    3,718,600
    
    3,718
    
    368,142
    
    -
    
    -
    
    371,860Net loss
    -
    
    -
    
    -
    
    (1,075,856)
    
    -
    
    (1,075,856)Balance, December 31, 2005, as restated
    48,708,100
    
    48,708
    
    4,822,102
    
    (4,394,721)
    
    -
    
    476,089Issuance of common shares underprivate placement, as restated
    9,050,000
    
    9,050
    
    895,950
    
    -
    
    -
    
    905,000Grant of restricted common stock
    500,000
    
    500
    
    49,500
    
    -
    
    (50,000)
    
    -Stock-based compensation expense
    3,610,000
    
    3,610
    
    317,112
    
    -
    
    -
    
    320,722Amortization of deferred stock compensation
    -
    
    -
    
    -
    
    -
    
    9,723
    
    9,723Cancellation of common shares
    (3,500,000)
    
    (3,500)
    
    3,500
    
    -
    
    -
    
    -Net loss
    -
    
    -
    
    -
    
    (1,675,061)
    
    -
    
    (1,675,061)Balance, December 31, 2006
    58,368,100
    
    58,368
    
    6,088,164
    
    (6,069,782)
    
    (40,277)
    
    36,473Issuance of common shares underprivate placement, as restated
    6,550,000
    
    6,550
    
    568,450
    
    -
    
    -
    
    575,000Grant of restricted common stock
    3,300,000
    
    3,300
    
    402,700
    
    -
    
    (406,000)
    
    -Stock-based compensation expense
    4,350,000
    
    4,350
    
    480,150
    
    -
    
    -
    
    484,500Amortization of deferred stock compensation
    -
    
    -
    
    -
    
    -
    
    173,332
    
    173,332Compensation for stock options and warrants
    -
    
    -
    
    155,601
    
    -
    
    -
    
    155,601Conversion of note payable to stockholder
    (500,000)
    
    500
    
    49,500
    
    -
    
    -
    
    50,000Net loss
    -
    
    -
    
    -
    
    (1,689,513)
    
    -
    
    (1,689,513)Balance, December 31, 2006
    73,068,100
    
    73,068
    
    7,744,565
    
    (7,759,295)
    
    (272,945)
    
    (214,607)Issuance of common shares underprivate placement, as restated
    3,800,000
    
    3,800
    
    161,200
    
    -
    
    -
    
    165,000Stock-based compensation expense
    3,687,500
    
    3,687
    
    99,188
    
    -
    
    -
    
    102,875Amortization of deferred stock compensation
    -
    
    -
    
    -
    
    -
    
    119,332
    
    119,332Compensation for stock options and warrants
    -
    
    -
    
    50,660
    
    -
    
    -
    
    50,660Conversion of debt
    2,657,500
    
    2,658
    
    72,067
    
    -
    
    -
    
    74,725Net loss
    -
    
    -
    
    -
    
    (626,214)
    
    -
    
    (626,214)Balance, December 31, 2008
    83,213,100
    $
    83,213
    $
    8,127,680
    $
    (8,385,509)
    $
    (153,613)
    $
    (328,229)The accompanying notes are an integral part
    of these financial statements.




**DATA CALL TECHNOLOGIES INC.**(A Development Stage Company)**Statements of Cash Flows**Years ended December 31, 2008 and 2007**Cumulative****totals from****inception to****2008**
    
    **2007**
    
    **December
    31, 2008**Cash flows from operating activities:Net loss
    $
    (626,214)
    $
    (1,689,513)
    $
    (8,385,509)Adjustments to
    reconcile net loss to net cash used
    in operating activities:Depreciation and
    amortization of property and equipment
    
    22,424
    
    26,312
    
    85,624Stock-based
    compensation related to restricted stock award
    
    102,875
    
    484,500
    
    3,510,457Amortization of
    deferred stock-based compensation
    
    119,332
    
    173,332
    
    302,387Compensation for
    stock options and warrants
    
    50,660
    
    155,601
    
    206,261(Increase) decrease in operating
    assets:Accounts receivable
    
    3,138
    
    (10,620)
    
    (17,506)Other assets
    
    -
    
    -
    
    (5,255)Increase (decrease) in
    operating liabilities:Accounts payable
    
    6,460
    
    (18,448)
    
    75,533Accrued salaries
    
    134,883
    
    52,550
    
    187,433Net cash used in
    operating activities
    
    (186,442)
    
    (826,286)
    
    (4,040,575)Cash flows from investing activitiesCapital expenditure for equipment
    
    -
    
    -
    
    (118,304)Net cash used in
    investing activities
    
    -
    
    -
    
    (118,304)Cash flows from financing activities:Proceeds from issuance of common shares under
    private placement
    
    165,000
    
    575,000
    
    3,913,450Proceeds from issuance of redeemable common
    shares under private placement
    
    -
    
    -
    
    204,400Proceeds from short-term
    borrowing from shareholder
    
    -
    
    -
    
    50,000Net cash provided by
    financing activities
    
    165,000
    
    575,000
    
    4,167,850Net increase
    (decrease) in cash
    
    (21,442)
    
    (251,286)
    
    8,971Cash at beginning of year
    
    30,413
    
    281,699
    
    -Cash at end of year
    $
    8,971
    $
    30,413
    $
    8,971The accompanying notes are an integral part of these
    financial statements.




**DATA CALL TECHNOLOGIES, INC.**(A Development Stage Company)**Notes to Financial Statements**December 31, 2008 and 2007 (1) Summary of Significant Accounting Policies

Organization, Ownership and Business


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.
Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all
highly liquid investment instruments purchased with original maturities of three months or
less to be cash equivalents.
Accounts Receivable


Accounts receivable consist primarily of trade receivables, net of a
valuation allowance for doubtful accounts.
Property, Equipment and Depreciation


Property and equipment are recorded at cost less accumulated
depreciation. Upon retirement or sale, the cost of the assets disposed of and the related
accumulated depreciation are removed from the accounts, with any resultant gain or loss
being recognized as a component of other income or expense. Depreciation is computed over
the estimated useful lives of the assets (3-5 years) using the straight-line method for
financial reporting purposes and accelerated methods for income tax purposes. Maintenance
and repairs are charged to operations as incurred.
Advertising Costs


The cost of advertising is expensed as incurred.
Research and Development


Research and development costs are expensed as incurred.
Product Development Costs


Product development costs consist of cost incurred to develop the
Company's website and software for internal and external use. All product development
costs are expensed as incurred.
Income Taxes


The Company is a taxable entity and recognizes deferred tax assets and
liabilities for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are measured using enacted tax
rates expected to be in effect when the temporary differences reverse. The effect on the
deferred tax assets and liabilities of a change in tax rates is recognized in income in
the year that includes the enactment date of the rate change. A valuation allowance is
used to reduce deferred tax assets to the amount that is more likely than not to be
realized.
Management's Estimates and Assumptions


The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues
and expenses. Actual results could differ from these estimates.
Earnings (Loss) Per Share


The basic net loss per common share is computed by dividing the net
loss by the weighted average number of shares outstanding during a period. Diluted net
loss per common share is computed by dividing the net loss, adjusted on an as if converted
basis, by the weighted average number of common shares outstanding plus potential dilutive
securities. For the years ended December 31, 2008 and 2007, potential dilutive securities
that had an anti-dilutive effect were not included in the calculation of diluted net loss
per common share. These securities include options and warrants to purchase shares of
common stock.
Stock-based Compensation


The Company sometimes grants shares of stock for goods and services and
in conjunction with certain agreements. These grants are accounted for under FASB
Statement No. 123R, "Accounting for Stock-Based Compensation" based on
the grant date fair values.
Fair Value of Financial Instruments


The Company estimates the fair value of its financial instruments using
available market information and appropriate valuation methodologies. However,
considerable judgment is required in interpreting market data to develop the estimates of
fair value. Accordingly, the Company estimates of fair value are not necessarily
indicative of the amounts that the Company could realize in a current market exchange. The
use of different market assumption and/or estimation methodologies may have a material
effect on the estimated fair value amounts. The interest rates payable by the Company on
its notes payable approximate market rates. The Company believes that the fair value of
its financial instruments comprising accounts receivable, notes receivable, accounts
payable, and notes payable approximate their carrying amounts.
New Pronouncements


In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FAS 133, which requires
additional disclosures about the objectives of derivative instruments and hedging
activities, the method of accounting for those instruments under SFAS No. 133 and its
related interpretations, and a tabular disclosure of the effects of those instruments and
related hedged items on our financial position, financial performance, and cash flows.
SFAS No. 161 is effective for us beginning January 1, 2009. We are currently assessing the
potential impact that adoption of SFAS No. 161 may have on our financial statements.

In December 2007, the FASB issued SFAS No. 141R, "Business
Combinations". SFAS 141R requires the acquiring entity in a business
combination to record all assets acquired and liabilities assumed at their respective
acquisition-date fair values, changes the recognition of assets acquired and liabilities
assumed arising from contingencies, changes the recognition and measurement of contingent
consideration, and requires the expensing of acquisition-related costs as incurred.
SFAS 141R also requires additional disclosure of information surrounding a business
combination, such that users of the entity's financial statements can fully understand the
nature and financial impact of the business combination. SFAS 141R applies
prospectively to business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December 15, 2008. An
entity may not apply it before that date.

In December 2007, the FASB issued SFAS No. 160. Noncontrolling
Interests in Consolidated Financial Statements-and Amendment of ARB No. 51. SFAS
160 establishes accounting and reporting standards pertaining to ownership interests in
subsidiaries held by parties other than the parent, the amount of net income attributable
to the parent and to the noncontrolling interest, changes in a parents ownership
interest, and the valuation of any retained noncontrolling equity investment when a
subsidiary is deconsolidated. This statement also establishes disclosure requirements that
clearly identify and distinguish between the interests of the parent and the interests of
the noncontrolling owners. SFAS 160 is effective for fiscal years beginning on or after
December 15, 2008.

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.
(2) Related Party Transactions


During the year ended December 31, 208, the Company issued 1,987,500
shares of the Companys common stock to officers/directors of the Company for
services rendered. The shares issued were valued at $59,625.

During the year ended December 31, 2007, the Company issued 1,000,000
shares of the Company's restricted common stock to an officer/director of the Company for
services rendered. The shares issued were valued at $110,000.
(3) Property and Equipment


Major classes of property and equipment together with their estimated
useful lives, consisted of the following: **December
    31****Years**
    
    **2008**
    
    **2007**Equipment
    3-5
    $
    90,376
    $
    90,376Office furniture
    7
    
    19,915
    
    19,915Leasehold improvements
    3
    
    8,013
    
    8,013118,304
    
    118,304Less accumulated depreciation and amortization
    
    
    (85,624)
    
    (63,200)Net property and equipment
    
    $
    32,680
    $
    55,104 (4) Income Taxes


A reconciliation of income taxes at the federal statutory rate to
amounts provided for the years ended December 31, 2008 and 2007 is as follows: **December
    31****2008**
    
    **2007**Tax expense/(benefit) computed at statutory rate for continuing operations
    $
    (213,000)
    $
    (574,000)Tax effect
    (benefit) of operating loss carryforwards
    
    213,000
    
    574,000Tax
    expense/(benefit) for continuing operations
    $
    -
    $
    - The Company has current net operating loss carryforwards in excess of
$8,386,000 as of December 31, 2008, to offset future taxable income, which expire 2028.

Deferred taxes are determined based on the temporary differences
between the financial statement and income tax bases of assets and liabilities as measured
by the enacted tax rates, which will be in effect when these differences reverse. The
components of deferred income tax assets are as follows: **December
    31****2008**
    
    **2007**Deferred tax assets:
    $
    
    $Net
    operating loss
    
    2,851,000
    
    2,638,000Total deferred tax asset
    
    2,851,000
    
    2,638,000Valuation allowance
    
    (2,851,000)
    
    (2,638,000)Net deferred asset
    $
    -
    $
    - At December 31, 2008, the Company provided a 100% valuation allowance
for the deferred tax asset because given the volatility of the current economic climate,
it could not be determined whether it was more likely than not that the deferred tax
asset/(liability) would be realized.
(5) Lease Agreements


The Company leases office space under noncancellable-operating leases
which expire in various dates through June 2009. Future minimum lease payments under the
operating lease are as follows:
**Year
    December 31,**
    
    **Amount**2009
    
    6,989$
    6,989(6) 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 83,213,100 shares were issued and outstanding at December 31, 2008, and
17,600,000 shares were reserved for issuance pursuant to the exercise of outstanding stock
options and warrants as of December 31, 2008.

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 December
31, 2007; however, these shares are not included in the Companys permanent equity at
December 31, 2008. These shares are considered Redeemable Common Stock as
noted in Note 8 below.

During the year ended December 31, 2007, the Company issued a total of
3,750,000 options to the three officers and directors of the Company for services
rendered. The options were valued at $43,875. In addition, during the year ended December
31, 2007, the Company issued a total of 4,650,000 options to other employees of the
Company at a value of $51,998 for 2007.

The following table summarizes information about options and warrants
outstanding at December 31, 2008 and 2007: **Shares**
    
    **Weighted
    Average Exercise Price December 31, 2008**
    
    **Shares**
    
    **Weighted
    Average Exercise Price December 31, 2007**Outstanding at beginning of year
    17,600,000
    $
    -
    
    3,500,000
    $
    .10Granted
    -
    
    .10
    
    14,100,000
    
    .10Exercised
    -
    
    -
    
    -
    
    -Canceled
    -
    
    -
    
    -
    
    -Outstanding at end of year
    -
    $
    .10
    
    17,600,000
    $
    .10Weighted average fair value of options andwarrants granted during the period
    N/A
    
    .10
    
    N/A
    $
    .10Exercisable at end of year
    17,600,000
    $
    .10
    
    17,600,000
    
    .10 Stock-based compensation is composed of the following for the years
ended December 31, 2008 and 2007: **2008**
    
    **2007**Stock-based compensation at fair value
    $
    152,875
    $
    484,500Cancellation of previously issued shares
    
    (50,000)
    
    -Options and warrants
    
    50,660
    
    155,601Amortization of deferred compensation
    
    119,332
    
    173,332Total stock-based compensation expense
    $
    272,867
    $
    813,433 (7) 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.
(8) Commitments and Contingencies


The Company received an informal claim from a former officer who
resigned from of his position with the Company in 2003. The officer claims that the
Company owes him 4,500,000 shares of the Company's common stock. Management feels that the
former officer's claim is without merit and no liability has been established for this
contingent liability.
Redeemable Common Stock : Certain shares of common stock that were
sold by the Company between October 2003 and December 2005 were not registered under
federal or state securities laws. Because the question arose regarding whether or not the
purchases of these shares had received appropriate disclosure in connection with their
purchases, in December 2005, the Company offered rescission to twenty-two (22)
shareholders to whom the Company sold 2,044,000 shares of common stock. All of the
shareholders, who were provided additional information and were, offered the chance to
rescind their purchases, decided to reject the rescission offer. However, Rule 5-02.28 of
SEC Regulation S-X require that the Company reclass the value of the 2,044,000 shares from
permanent stockholders' equity. The value of the 2,044,000 shares ($204,400) has been
reclassified to a separate line item entitled "redeemable common stock".




**ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE** None. **ITEM 9A.
CONTROLS AND PROCEDURES.** Evaluation of Disclosure Controls and Procedures
Evaluation of disclosure controls and procedures. As of December 31, 2008, the
Company's chief executive officer and chief financial officer conducted an evaluation
regarding the effectiveness of the Company's disclosure controls and procedures (as
defined in Rules 13a-15(e) or 15d-15(e) under the  Exchange Act. Based upon the
evaluation of these controls and procedures, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures were effective as
of the end of the fiscal year 2008.
Managements Annual Report on Internal Control Over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control
over financial reporting and for the assessment of the effectiveness of those internal
controls. As defined by the SEC, internal control over financial reporting is a process
designed by our principal executive officer and principal financial officer, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of the financial statements in accordance with U.S. generally accepted
accounting principles.

Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

Management has assessed the effectiveness of our internal control over financial
reporting as of December 31, 2008. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control-Integrated Framework. Based on our assessment and those criteria, we
have concluded that our internal control over financial reporting was effective as of
December 31, 2008.

This annual report does not include an attestation report of the companys
registered public accounting firm regarding internal control over financial reporting.
Managements report was not subject to attestation by the Companys registered
public accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only Managements report in this annual
report.
Changes in Internal Control Over Financial Reporting


There were no changes in our internal control over financial reporting or in other
factors identified in connection with the evaluation required by paragraph (d) of Exchange
Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter ended December 31, 2008
that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting. **ITEM 9B.
OTHER INFORMATION.**

None.

**PART III**

**ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE.**

The following table sets forth the name, age and position of each of our Directors and
executive officers. Our officers and Directors are as follows: **Name**
    **Age**
    **Position**Timothy Vance
    42
    Chief Executive Officer and DirectorLarry Mosley
    58
    Chief Financial Officer and Director
 TIMOTHY VANCE - Timothy Vance has served as one of our Directors since June 2003 and as
our Chief Operating Officer since January 2007. However, Mr. Vance has been part of the
Data Call Technologies, Inc. management team since our inception. Before working for us,
from January 2000 through January 2001 Mr. Vance was employed at QVS Wireless Corporation,
where his employment consisted of general office duties. From December 1987 to June 2000,
Mr. Vance worked at World Ship Supply, as a General Manager. From January 1986 to December
1986, Mr. Vance worked at Xerox Corp. as a service technician. Effective January 1, 2006,
we entered into a three year renewable employment contract with Mr. Vance, as described
below under "Employment Agreements." Mr. Vance works full time for Data Call.
Mr. Vance filed for Bankruptcy in October 2002. **LARRY MOSLEY -**CHIEF FINANCIAL OFFICER AND DIRECTOR Mr. Mosley has served as our Chief Financial Officer and Director since
October 11, 2004. Since November 1986, Mr. Mosley has been self employed as a Certified
Public Accountant. From September 1985 to November 1986, Mr. Mosley was Vice President for
Fiscal Affairs of Hargest College in Houston Texas. From July 1983 to September 1985, Mr.
Mosley worked as a Management Consultant at Alexander Grant & Co. (now Grant Thornton)
in Houston, Texas. From January 1981 to July 1983, he served as an auditor at Ernst &
Whitney (Now Ernst & Young) in Houston, Texas. Mr. Mosley received a degree in
Business Administration and Accounting from Texas Southern University in 1980. He has been
a Certified Public Accountant since 1984. Effective January 1, 2006, we entered into a
three year renewable employment contract with Mr. Mosley, as described below under
"Employment Agreements." Since January 1, 2006, Mr. Mosley has worked
approximately twenty-five hours per week for Data Call. Mr. Mosley filed for Chapter Seven
Bankruptcy in the Houston Division of the US Bankruptcy Court for the Southern District of
Texas in December 2004. The case and discharged debts were discharged on April 26, 2005. Our Directors are elected annually and hold office until our annual
meeting of the shareholders and until their successors are elected and qualified. Officers
will hold their positions at the pleasure of the Board of Directors, absent any employment
agreement. There are no family relationships among our officers and Directors. Our
officers and Directors may receive compensation as determined by us from time to time by
vote of the Board of Directors. Such compensation might be in the form of stock options.
Vacancies in the Board are filled by majority vote of the remaining Directors. Directors
may be reimbursed by us for expenses incurred in attending meetings of the Board of
Directors. EMPLOYMENT AGREEMENTS Effective October 1, 2005, we entered into employment agreements with
Timothy Vance to serve as our Director of Customer Support and Larry Mosley to serve as
our Chief Financial Officer. On February 13, 2006, we entered into Addendums to those
agreements, to change the effective date of such agreements from October 1, 2005, to
January 1, 2006. The employment agreements have a term of three years and are renewable
for successive one-year terms at the mutual acceptance of us and each executive. Mr.
Mosley is entitled to receive a salary of $75,000 per year that he is employed under his
agreement and Mr. Vance is entitled to receive a salary of $80,000 per year that he is
employed under his agreement. Additionally, both Mr. Vance and Mr. Mosley are entitled to
reimbursement for business expenses incurred in connection with their employment, not to
exceed $500, without our prior approval. Additionally, Mr. Vance and Mr. Mosley are
entitled to up to $500 per month to be used for car payments on a car to be used in
connection with employment under the employment agreements. While under their employment agreements, Messer's Vance and Mosley are
entitled to receive a salary of $80,000 and $75,000 per year, respectively, the full
amount of these salaries have not been paid to Messer's Vance and Mosley to date, and the
majority of such salaries is being accrued by Data Call until such time as Data Call has
sufficient resources and revenues to pay such salaries (and accrued and unpaid amount). Additionally, under the executive employment agreements, we agreed to
indemnify and hold harmless the executives, their nominees and/or assigns against any and
all losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses and disbursements (incurred in any and all actions, suits, proceedings and
investigations in respect thereof and any and all legal and other costs, expenses and
disbursements in giving testimony or furnishing documents in response to a subpoena or
otherwise), including without limitation, the costs, expenses and disbursements, as and
when incurred, of investigating, preparing or defending any such action, suit, proceeding
or investigation that is in any way related to their employment with us (whether or not in
connection with any action in which they are a party). Such indemnification does not apply
to acts performed by the executives, which are criminal in nature or a violation of law. The executive employment agreements terminate: (a) in the event the executive 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 the executive; c) at any time because of, (i) the
conviction of executive of an act or acts constituting a felony or other crime involving
moral turpitude, dishonesty or theft or fraud; or (ii) his gross negligence in the
performance of his duties hereunder; or (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
hereunder and then fail either to pay such amount within the ten (10) day notice period
required for termination hereunder or to contest in good faith such notice. In the event Mr. Vance's or Mr. Mosley's employment is terminated under
(a) through (d) above, either of them is entitled to all compensation earned by him
through the date of his termination. Additionally, Mr. Vance may be terminated at any time
without cause, provided that we pay him a one-time lump sum payment payable within 30 days
of his termination without cause of the total amount of salary remaining to be paid under
his employment agreement. Mr. Mosley cannot be terminated without cause. Mr. Ammons employment agreement provides that Mr. Ammons may be provided
a car allowance by us, not to exceed $600 per month. In consideration for Mr. Ammons
entering into his employment agreement, we agreed to grant him options to purchase
3,000,000 shares of our common stock at $0.10 per share. The options vested immediately
upon Mr. Ammons entry into his employment agreement, and expire on February 8, 2011. The
options also contain a cashless exercise provision, whereby Mr. Ammons can pay for the
exercise of the options in shares of our common stock. **ITEM 11. EXECUTIVE
COMPENSATION.** ****  The following table sets forth information concerning the
total compensation that we have paid or that has accrued on behalf of our chief executive
officer and other executive officers with annual compensation exceeding $100,000 during
the fiscal years ending December 31, 2008, 2007 and 2006. **Summary Compensation Table****Long
    Term****Annual
    Compensation**
    **Compensation
    Awards *****Other**
    **Restricted**
    **Securities****Annual**
    **Stock**
    **Underlying**
    **Total****Salary**
    **Bonus**
    **Compensation**
    **Award(s)**
    **Options**
    **Compensation****Name and
    Principal Position (a)**
    
    **Year**
    **($)**
    **($)**
    **($)**
    **($)**
    **($)**
    **($)**Tim Vance, CEO, COO
    
    2008
    67,002
    ---
    10,500
    ---
    ---
    77,5022007
    80,000
    ---
    ---
    110,000
    14,625
    204,6252006
    80,000
    5,000
    ---
    ---
    ---
    85,000James Ammons, (2), Chairman
    
    2008
    78,000
    ---
    19,500
    ---
    ---
    97,5002007
    120,000
    ---
    ---
    ---
    23,400
    143,4002006
    120,000
    35,000
    5,000
    ---
    300,000
    460,000Larry Mosley, CFO and Director (3)
    
    2008
    31,125
    ---
    25,125
    ---
    ---
    56,2502007
    75,000
    ---
    ---
    ---
    5,850
    80,8502006
    75,000
    19,250
    6,000
    ---
    ---
    100,250 *Estimated. The individuals listed above have not received
any LTIP payouts or nonqualified deferred compensation earnings, over the past three
completed fiscal years as compensation from us. Salary amounts listed above do not include
perquisites and other personal benefits in amounts less than $10,000. (a) Other than the individuals listed above, we have no
other executive employees who have received more than $100,000 in compensation, including
bonuses and options, during each of the last three (3) fiscal years. 
(1) In June 2008, Timothy E. Vance was appointed CEO of the Registrant
(2) In February 2006, we entered into a five year employment agreement with Mr. Ammons,
which is to pay him $120,000 for the fiscal year ended 2006, and increase by 5% for each
of the additional four years of the agreement. Mr. Ammons' employment agreement, including
provisions which take effect upon Mr. Ammons termination, is described in greater detail
under "Directors, Executive Officers and Control Persons," above.
(3) Mr. Mosley has served as our Chief Financial Officer since October 11, 2004. He
entered into a three year employment agreement with us, with an effective date of October
1, 2005, which effective date was subsequently changed to January 1, 2006 pursuant to an
addendum to the employment agreement entered into on February 14, 2006. **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT AND RELATED STOCKHOLDER MATTERS.** The following table
  sets forth information regarding the beneficial ownership of our common stock as of
  December 31, 2008. The information in this table provides the ownership information for:
  each person known by us to be the beneficial owner of more than 5% of our common stock;
  each of our directors; each of our executive officers; and our executive officers and
  directors as a group.Beneficial
  ownership has been determined in accordance with the rules and regulations of the SEC and
  includes voting or investment power with respect to the shares. Unless otherwise
  indicated, the persons named in the table below have sole voting and investment power with
  respect to the number of shares indicated as beneficially owned by them.
  **Name of Beneficial Owner**
      ****
      **Common Stock Beneficially Owned (1)**
      ****
      **Percentage of Common Stock  Owned (1)**James
      Ammons, Chairman
      
      14,650,000(2)
      
      11.60%600
      Kenrick, Suite 12-BHouston,
      TX 77060Milford and Ruth Mast
      
      11,016,000(3)(4)
      
      17.10%466 N. Manor Rd.Elverson, PA 19520Timothy Vance, CEO, COO and Director
      
      3,600,000(5)
      
      2.80%600 Kenrick, Suite B-12Houston, Texas 77060Larry Mosley, CFO and Director
      
      2,087,500
      
      1.90%600 Kenrick, Suite B-12Houston, Texas
      77060Director
      and Officer (3 person)
      
      20,337,500(2)(5)(7)
      
      16.30%(1) Applicable
  percentage ownership is based on 83,213,100 shares of common stock outstanding as of
  December 31, 2008. Beneficial ownership is determined in accordance with the rules of the
  Securities and Exchange Commission and generally includes voting or investment power with
  respect to securities. Shares of common stock that are currently exercisable or
  exercisable within 60 days of December 31, 2008 are deemed to be beneficially owned by the
  person holding such securities for the purpose of computing the percentage of ownership of
  such person, but are not treated as outstanding for the purpose of computing the
  percentage ownership of any other person.(2) Includes 5,000,000 options to purchase shares of our common
  stock at an exercise price of $0.10 per share.
  (3) Includes 3,000,000 shares held by an unincorporated entity, Regional Marketing Co.,
  which is controlled by Milford Mast
  (4) Milford and Ruth Mast are deemed to beneficially own the shares of common stock held
  by each other since they are husband and wife.
  (5) Includes 1,250,000 options to purchase shares of our common stock at an exercise price
  of $0.10 per share.
  (6) Includes 500,000 options to purchase shares of our common stock at an exercise price
  of $0.10 per share
  **ITEM 13. CERTAIN
  RELATIONSHIPS AND RELATED TRANSACTIONSAND DIRECTOR INDEPENDENCE**
  None.
  **ITEM 14. PRINCIPAL ACCOUNTANT FEES
  AND SERVICES.**
  Independent
  Public Accountants
  On
  December 9, 2008, the Board of Directors of Data Call Technologies, Inc. (the
  Company), based on its Audit Committees recommendation, dismissed GLO CPAs LLLP (GLO)
  as the Companys independent registered public accountants and approved the
  engagement of John A. Braden & Company, P.C. ("JABCO) to serve as the
  Companys independent registered public accountants for the fiscal year 2008.GLO CPAs, LLLP has issued its report on our financial
  statements for the year ended December 31, 2007.
  Principal
  Accounting Fees
  The following table presents the fees for professional audit services rendered byJABCOand GLO for the audit of the Registrant's annual
  financial statements for the years ended December 31, 2008 and 2007, and fees billed for other
  services rendered byJABCOand GLOduring those periods.
  Year Ended
      
      Year EndedDecember
      31, 2008
      
      December
      31, 2007Audit fees
      JABCO (1)
      $
      4,782
      $
      ---Audit fees - GLO (1)
      
      23,826
      
      36,000Audit-related fees (2)
      
      ---
      
      ---Tax fees
      (3)
      
      ---
      
      ---All other fees
      
      ---
      
      ---(1) Audit fees consist of
      audit and review services, consents and review of documents filed with the SEC.(2) Audit-related fees
      consist of assistance and discussion concerning financial accounting and reporting
      standards and other accounting issues.(3) Tax fees consist of
      preparation of federal and state tax returns, review of quarterly estimated tax payments,
      and consultation concerning tax compliance issues.**ITEM 15.EXHIBITS
  AND FINANCIAL STATEMENT SCHEDULES**
  (a) The
  exhibits listed below are filed as part of this annual report.
  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 Agreement10.6(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*
      Debt Conversion Agreement with Milford Mast, filed with
      the Form 10-KSB for the year 200610.17*
      David
      Loev Warrant Agreement, filed with the
      Form 10-KSB for the year 200610.18*
      Warrant Amendment Agreement with Everett Poe, filed with
      the Form 10-KSB for the year 200610.19*
      Option Agreement with James Ammons, filed with the Form
      10-KSB for the year 200610.20*
      Option Agreement with Larry Mosley, filed with the Form
      10-KSB for the year 200610.21*
      Option Agreement with James Vance, filed with the
      Form 10-KSB for the year 200610.22*
      Option Agreement with Timothy Vance, filed with the Form
      10-KSB for the year 200610.23*
      Option Agreement with James Tevis, filed with the Form
      10-KSB for the year 200610.24*
      Option Agreement with Everett Poe, filed with the
      Form 10-KSB for the year 200631.1*
      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 200232.1*
      Certificate of the Chief Executive Officer to Section 906
      of the Sarbanes-Oxley Act of 200232.2*
      Certificate of the Chief Financial Officer 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.
  **** 
  **SIGNATURES**
  In
  accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report
  to be signed on its behalf by the undersigned, thereunto duly authorized.
  **SIGNATURE**
      
      **TITLE**
      **DATE**/s/ Tim Vance
      
      Chief Executive
      Officer and Director
      March 31, 2008Tim Vance/s/ Larry
      Mosley
      
      Chief Financial
      Officer and Director
      March 31, 2008Larry Mosley