**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB**





[X]
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      fiscal year ended December 31, 2006





[   ]
            TRANSITION
                REPORT UNDER 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.**


(Name
      of
      small business issuer in its charter)





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





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


(Address
      of principal executive offices)





**(832)
      230-2376**


(Registrant's
      telephone number)





SECURITIES
      REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:





NONE





SECURITIES
      REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:





COMMON
      STOCK, $0.001 PAR VALUE PER SHARE





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
      for
      such shorter periods that the registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days. Yes
      [X]
      No [   ]





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of the registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. [   ]










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





The
      issuer's revenues for its most recent fiscal year were $58,009.





There
      is
      currently no market for the Registrant’s securities.





At
      March
      23, 2007, there were 64,412,100 shares of the Issuer's common stock outstanding,
      which includes 2,044,000 shares of common stock which may be subject to
      rescission rights as described in greater detail under Note 8 to the Issuer’s
      audited financial statements, and under “Liquidity and Capital Resources,”
below.





Traditional
      Small Business Disclosure Format (check one): Yes [   ] No
      [X].











**TABLE
      OF CONTENTS**





**PART
      I**





ITEM
                1. DESCRIPTION OF BUSINESS
            4ITEM
                2. DESCRIPTION OF PROPERTY
            18ITEM
                3. LEGAL PROCEEDINGS
            18ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            20





**PART
      II**





ITEM
                5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            21ITEM
                6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            24ITEM
                7. FINANCIAL STATEMENTS
            39ITEM
                8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURE.
            40ITEM
                8A. CONTROLS AND PROCEDURES.
            40ITEM
                8B. OTHER INFORMATION.
            40





**PART
      III**





ITEM
                9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
            41ITEM
                10. EXECUTIVE COMPENSATION.
            45ITEM
                11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                AND
                RELATED STOCKHOLDER MATTERS.
            50ITEM
                12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            52ITEM
                13. EXHIBITS
            55ITEM
                14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
            56SIGNATURES
            57
















**PART
      I**





**FORWARD-LOOKING
      STATEMENTS**





ALL
      STATEMENTS IN THIS DISCUSSION THAT ARE NOT HISTORICAL ARE FORWARD-LOOKING
      STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT
      OF
      1934, AS AMENDED. STATEMENTS PRECEDED BY, FOLLOWED BY OR THAT OTHERWISE INCLUDE
      THE WORDS "BELIEVES", "EXPECTS", "ANTICIPATES", "INTENDS", "PROJECTS",
      "ESTIMATES", "PLANS", "MAY INCREASE", "MAY FLUCTUATE" AND SIMILAR EXPRESSIONS
      OR
      FUTURE OR CONDITIONAL VERBS SUCH AS "SHOULD", "WOULD", "MAY" AND "COULD" ARE
      GENERALLY FORWARD-LOOKING IN NATURE AND NOT HISTORICAL FACTS. THESE
      FORWARD-LOOKING STATEMENTS WERE BASED ON VARIOUS FACTORS AND WERE DERIVED
      UTILIZING NUMEROUS IMPORTANT ASSUMPTIONS AND OTHER IMPORTANT FACTORS THAT COULD
      CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING
      STATEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE THE INFORMATION CONCERNING OUR
      FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY, PROJECTED PLANS AND OBJECTIVES.
      THESE FACTORS INCLUDE, AMONG OTHERS, THE FACTORS SET FORTH BELOW UNDER THE
      HEADING "RISK FACTORS." ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED
      IN
      THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE
      RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOST OF THESE FACTORS
      ARE DIFFICULT TO PREDICT ACCURATELY AND ARE GENERALLY BEYOND OUR CONTROL. WE
      ARE
      UNDER NO OBLIGATION TO PUBLICLY UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS
      TO
      REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE
      OCCURRENCE OF UNANTICIPATED EVENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE
      RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-KSB,
      UNLESS ANOTHER DATE IS STATED, ARE TO DECEMBER 31, 2006. AS USED HEREIN, THE
      "COMPANY," "DATA CALL," "WE," "US," "OUR" AND WORDS OF SIMILAR MEANING REFER
      TO
      DATA CALL TECHNOLOGIES, INC.





**ITEM
      1. DESCRIPTION OF BUSINESS**





BUSINESS
      HISTORY





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




4







Three
      of
      our officers and Directors, James Ammons, Timothy Vance and James Tevis, were
      previously employed by QVS Wireless Corporation, a Nevada corporation ("QVS"),
      which specialized in wireless data management systems and technology, previous
      to our formation. Those individuals left QVS to help form Data Call in the
      spring of 2002. Subsequent to those individuals leaving QVS, QVS filed
      litigation against us, Mr. Ammons, Mr. Tevis, Mr. Vance and our previous
      officers and Directors, Richard Clemens and Derek Argo, alleging breach of
      contract, breach of fiduciary duty, usurping corporate opportunities, fraud,
      negligent misrepresentation, tortuous interference, and conversion against
      those
      individuals and us.




On
      August
      12, 2002, we, Mr. Ammons, Mr. Vance, Mr. Tevis and QVS entered into a "Side
      Letter Agreement Made August 12, 2002," which provided for us to pay QVS $20,000
      in monthly installments of $2,500 per month and to return $38,000 to Dr. Carl
      Hoffman in connection with his investment in us.





Effective
      August 12, 2002, we, Mr. Ammons, Mr. Tevis and Mr. Vance entered into a
      Settlement Agreement and Mutual Release with QVS, whereby the parties agreed
      to
      release each other from all claims or causes of action, suits, proceedings,
      torts, debts, sums of money, accounts, contracts, controversies, damages, known
      or unknown, then existing and/or thereafter arising. Pursuant to the Settlement
      Agreement and Mutual Release, the parties agreed to file an Agreed Permanent
      Injunction in connection with the pending legal suit, we agreed to assign and
      release to QVS the domain name www.qvswireless.com, refrain from selling,
      leasing, marketing or distributing QVS's products, communicating with QVS's
      shareholders regarding matters related to QVS, and soliciting, contacting or
      communicating with any of QVS's vendors and/or clients. On June 13, 2003, QVS
      granted us a Full and Final Release of all claims known or unknown against
      us
      and we agreed to pay QVS $2,000 and to assign all of our ownership rights to
      the
      "Copy/CallQ-Trac" system to QVS. Additionally, we agreed to issue Dr. Hoffman
      500,000 shares of our common stock in lieu of the $38,000 he was owed in
      connection with the Side Letter Agreement entered into in August 2002. All
      amounts pursuant to the Settlement Agreement and Mutual Release have been paid
      to date.





In
      June
      2002, our Chief Executive Officer transferred approximately 40 QVS shareholders
      an aggregate of approximately 4,610,000 shares of our restricted common stock
      in
      consideration for each of those QVS shareholders signing a Release, whereby
      they
      agreed to release us, our Chief Executive Officer, James Ammons, and our
      officers and Directors and employees from any and all claims, rights,
      obligations, demands and causes of action arising from or relating to
      QVS.




5







In
      May
      2006, we entered into a Settlement Agreement and Mutual Release ("Settlement"),
      with a shareholder of Data Call, Sayda Hernandez. Pursuant to the Settlement,
      Ms. Hernandez agreed to return 200,000 restricted shares of our common stock,
      which she held, to us for cancellation and we agreed to pay Ms. Hernandez an
      aggregate of $20,000 ($0.10 per share). We and Ms. Hernandez also agreed to
      release, acquit and forever discharge each other, and our agents, servants,
      representatives, attorneys successors (and in Ms. Hernandez's release of Data
      Call, Data Call's current and former officers and Directors), from any and
      all
      rights, obligations, claims, demands and causes of action, whether in contract,
      tort, under state and/or federal law, or state and/or federal securities
      regulation, whether asserted or unasserted, known or unknown, arising from
      or
      relating to Ms. Hernandez's August 30, 2002, subscription in Data Call. We
      subsequently repaid Ms. Hernandez $20,000 and cancelled the 200,000 restricted
      shares of common stock which we had previously sold to Ms. Hernandez. Although
      Ms. Hernandez was a non-accredited investor who may have been sold shares
      without adequate risk factor and business disclosure, similar to the
      shareholders who were offered rescission through our Rescission Offer, she
      was
      not included in the Rescission Offer, and her Settlement with Data Call was
      a
      separate transaction from the Rescission Offer, explained in greater detail
      above.





On
      June
      19, 2006, with an effective date of June 1, 2006, we entered into an Employment
      Agreement with Everett Poe, our Vice President of Sales (which is a
      non-executive position). The Employment Agreement has a term of three years,
      during which time Mr. Poe is to earn $80,000 per year. The termination terms
      and
      conditions of Mr. Poe's Employment Agreement are similar to the terms and
      conditions of our executive Employment Agreements, described above. In
      connection with and pursuant to our entry into the Employment Agreement with
      Mr.
      Poe, we agreed to grant Mr. Poe warrants to purchase up to 500,000 shares of
      our
      common stock, which warrants have an exercise price of $0.10 per share. The
      warrants vest to Mr. Poe as follows, 166,666 warrants on June 1, 2007; 166,667
      warrants on June 1, 2008; and 166,667 warrants on June 1, 2009. The warrants
      expire upon the earlier of the third anniversary of the date which the warrants
      vest to Mr. Poe, or upon the expiration of thirty days after the termination
      as
      an employee of Data Call. The warrants were later amended as described
      below.





In
      October 2006, we obtained a $50,000 loan from Milford Mast, a greater than
      5%
      shareholder of Data Call. The loan is evidenced by a promissory note which
      bears
      interest at the rate of 7% per annum. The loan was due and payable, along with
      any accrued and unpaid interest on December 31, 2007. On January 2, 2007, we
      entered into a Debt Conversion Agreement with Milford Mast, whereby we converted
      the $50,000 of debt owed to Mr. Mast, into 500,000 restricted shares of our
      common stock. Mr. Mast agreed to forgive the entire principal and accrued
      interest on the note in connection with our issuance of the 500,000 restricted
      shares to Mr. Mast.





In
      November 2006, we sold 1,000,000 shares of our restricted common stock for
      aggregate consideration of $100,000 (or $0.10 per share), to Regional Marketing
      Co., an entity managed by Milford Mast, a greater than 5% shareholder of us
      (“Regional”).







6







From
      November 2006 to March 2007, we sold an aggregate of 4,250,000 shares of our
      restricted common stock to eleven (11) investors for aggregate consideration
      of
      $425,000 (or $0.10 per share).





In
      December 2006, we sold an additional 2,000,000 shares of our restricted common
      stock for aggregate consideration of $200,000 (or $0.10 per share), to Regional.
      We claim an exemption from registration under Rule 506 of the Securities Act
      of
      1933, as amended.





In
      January 2007, our Board of Directors granted an aggregate of 1,000,000 warrants
      to purchase shares of our common stock at an exercise price of $0.10 per share,
      to our legal counsel, David M. Loev. The warrants will expire if unexercised
      three years from the date such warrants were granted.





On
      January 2, 2007, our Board of Directors agreed to issue two of our employees
      an
      aggregate of 125,000 shares of our restricted common stock in consideration
      for
      services rendered to us in connection with the sale of our products.





On
      January 2, 2007, we agreed to issue an individual an aggregate of 125,000 shares
      of our restricted common stock in consideration for that individual referring
      certain investors to us.





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





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





On
      January 17, 2007, our Board of Directors approved the grant of an aggregate
      of
      3,900,000 options to certain of our employees, Directors and officers, which
      options are exercisable for three years from the date they were granted and
      are
      exercisable for shares of our common stock at an exercise price of $0.10 per
      share. The options were granted to the following individuals in the following
      amounts:





·
            750,000
                options to James Tevis, our employee;·
            1,250,000
                options to Tim Vance, our Chief Operating Officer and
                Director;·
            400,000
                options to Jim Vance, our employee;·
            500,000
                options to Larry Mosley, our Chief Financial Officer and Director;
                and·
            2,000,000
                options to James Ammons, our Chief Executive Officer and
                Director.







7






On
      January 29, 2007, we agreed to grant Miracle Tech, LLC, an aggregate of 900,000
      warrants to purchase shares of our common stock at an exercise price of $0.10
      per share, which warrants are exercisable for three years from the date they
      were granted. The warrants were issued in connection with subscriptions received
      for 900,000 shares of our common stock for an aggregate of $90,000 ($0.10 per
      share) which we received in January 2007.





On
      February 27, 2007, our Board of Directors approve the grant of an aggregate
      of
      1,500,000 options to purchase shares of our common stock to Everett Poe, an
      employee, which options are exercisable for three years from the date they
      were
      granted for an exercise price of $0.10 per share. On February 27, 2007, our
      Board of Directors also approved the issuance of 1,000,000 shares of common
      stock to Mr. Poe.





In
      March
      2007, in connection with the sale of 1,000,000 shares of our restricted common
      stock for aggregate consideration of $100,000 or $0.10 per share (which sale
      is
      included in the 4,250,000 of shares sold described above), we agreed to issue
      a
      shareholder of us an aggregate of 250,000 three year warrants to purchase shares
      of our common stock at an exercise price of $0.50 per share.





In
      March
      2007, we agreed to sell 250,000 restricted shares of our common stock to two
      separate investors, for aggregate consideration of $50,000 or $25,000 each.
      While we have not finalized those subscription agreements to date and therefore
      have not included the 500,000 restricted shares in the number of outstanding
      shares used throughout this report, we did agree to grant those investors an
      aggregate of 500,000 warrants (250,000 each) to purchase shares of our common
      stock at an exercise price of $0.10 per share.





**Business
      Operations**





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





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




8







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




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





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




9





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





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







10





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





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





We
      believe that we provide our live content to most of the major digital signage
      providers in the industry, and such statements have been echoed on the website
      of Midago.com, which is affiliated with Ariamedia Corporation, whom we have
      entered into a Letter of Intent in December 2005, which is described in greater
      detail below. Ryan Thompson is the President of Ariamedia. Ryan Thompson is
      one
      of our Selling Security Holders. The reasons for our belief comes from the
      fact
      that we supply our Direct Lynk feeds to the majority of companies which we
      believe are the major companies providing digital signage technology to the
      marketing industry, including Texas Digital, KeyWest Technology, ChyTV and
      VertigoXmedia, with whom we have entered into reseller agreements, as explained
      below.





As
      of
      March 15, 2007, we had approximately twenty four clients who pay us subscription
      fees in connection with our Direct Lynk feeds, which subscription fees totaled
      $58,009 for the year ended December 31, 2006, and currently total approximately
      $4,000 per month.





11


**Material
      Contracts**





We
      receive the information which we stream to our end-users from United Press
      International ("UPI"), with whom we entered into a "Headlines Distributor
      Agreement" in July 2005 (the "Distributor Agreement"). The Distributor Agreement
      grants us a non-exclusive license to use and distribute certain new headlines
      and other information to our end-users. The effective date of the Distributor
      Agreement was July 1, 2005, and the Distributor Agreement had a one (1) year
      term, which renewed automatically on July 1, 2006, and continues to renew for
      additional one (1) year terms if we do not provide UPI notice of our intent
      to
      not automatically renew such Distributor Agreement prior to sixty (60) days
      before the end of the current term. Pursuant to the Distributor Agreement,
      we
      agreed to pay UPI a $500 monthly fee for use of UPI's information. UPI may
      cancel the Distributor Agreement at any time, with sixty days notice to us,
      or
      within fifteen days of any violation by us of any term of the Distributor
      Agreement and we are able to cancel the agreement upon a default by UPI, which
      occurs if UPI fails to deliver the headlines and other information to us after
      thirty days of written notice of such failure, upon thirty days written notice
      of our intent to terminate the agreement. We also agreed to pay UPI certain
      royalty payments in connection with the distribution of the information received
      from UPI pursuant to the Distributor Agreement, which payment we agreed to
      provide to UPI within thirty days of the end of any month in which we earn
      subscription fees. These royalty payments are equal to $6 per end-user screen
      per month which is payable along with the $500 monthly fee.





Pursuant
      to the Distributor Agreement, a default under the agreement occurs if we fail
      to
      make timely payments under the agreement when due, assign the agreement or
      the
      rights to the agreement to any parties (other than as provided in the
      agreement), if we fail to cure any violation of any provision of the agreement
      within thirty days of receiving such notice of violation from UPI, if we appoint
      or are appointed a receiver or trustee in bankruptcy and such petition in
      bankruptcy is not dismissed within thirty (30) days. If we default under the
      agreement, UPI may terminate the agreement with fifteen (15) days prior written
      notice and recover any or all of the following from us, any payments due under
      the agreement, the total amount of fees remaining due to UPI pursuant to the
      terms of the agreement for the months remaining under the agreement when such
      agreement is cancelled (minus any amount UPI saves by canceling the agreement),
      all costs and expenses of collection, including reasonable attorneys' fees
      and
      any and all other damages under law. Any accrued and unpaid fees outstanding
      under the agreement are due within thirty (30) days of any termination of the
      agreement by us or UPI. Additionally, if we fail to pay any amounts under the
      agreement when due, UPI has the right to charge us 1.5% interest on such amounts
      per month until paid.





In
      December 2005, we entered into a Letter of Intent with Ariamedia Corporation,
      whereby we agreed to retain Ariamedia to provide creative services to us in
      the
      future, which creative services have not been finalized or agreed upon, but
      which may include print and graphic design, web graphic design, interactive
      and
      animation design, if we choose to enter into a definitive agreement with
      Ariamedia. Pursuant to the Letter of Intent, we agreed to pay Ariamedia an
      aggregate of $130,000 in connection with the creative services, if we choose
      to
      enter into a definitive agreement with Ariamedia, which we have not entered
      into
      to date. Additionally, we paid Ariamedia a retainer of $25,000 at such time
      as
      we entered into the Letter of Intent. No final agreement has ever been entered
      into with Ariamedia to date and we do not anticipate entering into such final
      agreement until our revenues increase substantially.




12





We
      also
      entered into a distribution agreement with Midwest Airlines, Inc. ("Midwest"),
      with an effective date of January 16, 2006, renewable for successive one (1)
      year periods thereafter, which was renewed in January 2007, for an additional
      one (1) year term. The distribution agreement is able to be terminated by
      Midwest with thirty (30) days written notice to us. The distribution agreement
      with Midwest currently provides us approximately $1,000 per year in subscription
      fees.





In
      March
      2006, we entered into an agreement with a platform developer, Mindmatics
      LLC/plan_b media AG, ("Mindmatics"), a company which merges various software
      applications for use on related existing applications and devices, in connection
      with a distribution agreement, 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, (1) 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 (2) 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, which has a term of twenty-four (24) months, ending on April
      1,
      2008, we are to receive 45% of the revenue generated by the use of our
      technology by Mindmatics. On August 1, 2006, we entered into the first amendment
      to the agreement with Mindmatics, whereby we agreed that we would receive a
      one
      (1) time fee of $1,500 in connection with the licensing of our technology by
      Mindmatics to the Weekly Motorsport Alert for the period of twelve (12) months,
      in addition to the 45% of the revenues which was provided in the original
      agreement. We have not received any funds in connection with our agreement
      with
      Mindmatics to date.





On
      March
      13, 2006, we entered into an End-User Agreement with Arena Media Networks
      ("Arena"), which provides television and advertising displays and content to
      various sports arenas around the country, to provide our Direct Lynk System
      to
      Arena for a term of one (1) year (renewable for successive one year terms).
      Arena agreed to pay us approximately $1,350 per month for the use of our feeds
      in its arenas. Each party is able to terminate the agreement upon the breach
      of
      any provision of the agreement, by providing the other party notice and upon
      the
      other party's failure to cure such breach within thirty (30) days of the date
      notice was given. The effective date of the agreement was April 2, 2006. Arena
      provides digital signage services to numerous sports arenas, 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.




13





In
      March
      2006, we entered into an agreement with GSA Awards, Inc., to provide us services
      in connection with us obtaining a federal supply contract number and to help
      us
      procure sales through the General Services Administration. The agreement has
      a
      five (5) year term, unless we reach sales goals of $200,000 per year or
      $1,000,000 in aggregate sales, at which time we have agreed to restructure
      the
      contract. We paid GSA $16,500 upon our execution of the agreement and agreed
      to
      pay GSA a fee of 10% of any sales we generate through our relationship with
      GSA
      during the life of the contract. We have not generated any sales through the
      GSA
      contract to date and have therefore not paid GSA any additional fees. If the
      contract is terminated by GSA prior to the end of the term of the agreement
      for
      our breach of the agreement or misrepresenting our products, GSA will be
      entitled to any fees generated through the original terms of the agreement
      for a
      period of one (1) year following such termination.





We
      have
      also entered into reseller agreements with various parties including Richardson
      Electronics, The Elevator Channel, KeyWest Technology, VertigoXmedia, and ChyTV,
      whereby those parties agreed to sell our Direct Lynk System to their customers
      in consideration for certain sales commissions to be paid to such resellers
      in
      connection with such sales, which resale agreements provide for the resellers
      to
      be paid a fee of up to 25% of the fees they receive through the sale of our
      technology in connection with such resales.  (A sample of our standard
      reseller agreement is incorporated by reference as an exhibit to this
      report).





In
      June
      2006, we entered into a reseller agreement with Texas Digital Systems, Inc.,
      a
      Texas corporation, whereby we agreed to resell certain of Texas Digital's
      technology, including television screens, hardware and video decoder boxes
      and
      cabling. We plan to work with Texas Digital through the reseller agreement
      to
      create synergies between Texas Digital and ourselves, because Texas Digital
      manufactures the actual hardware components which will broadcast our Direct
      Lynk
      System and we believe that it would be beneficial to us to refer Texas Digital
      certain of our clients in need of hardware systems and displays and that Texas
      Digital may in turn refer us certain of their clients in need of data feeds.
      While the agreement is termed a "reseller agreement" we will not be marketing
      Texas Digital's products as a reseller, but will simply keep them in mind
      whenever any of our clients need hardware or television screens suitable to
      display our products. The term of the agreement is until June 8, 2007, unless
      terminated prior to that date by either party. Under the agreement we are not
      to
      be compensated by Texas Digital directly, but instead will receive a discount
      from Texas Digital on the prices they normally charge for their products, which
      products we will then resell to our customers in connection with the Direct
      Lynk
      system. The agreement may be terminated at any time without cause by either
      Texas Digital or us by providing the non-terminating party thirty (30) days
      written notice of such intent to terminate.







14




In August 2006, we entered into an agreement with
      Traffic.com, which we have not received a signed copy of from Traffic.com to
      date, whereby we received a license from Traffic.com
      to rebroadcast via our Direct Lynk Messenger system, certain of Traffic.com's
      traffic and traffic related information. Pursuant to the agreement, we agreed
      to
      display Traffic.com's logo and phone number along with any traffic information
      we may display through our technology. The agreement is in effect until August
      14, 2008, at which time it shall renew for additional one (1) year terms, unless
      either party gives notice to the other of its intent to terminate the agreement
      prior to ninety (90) days before the end of the term. All fees generated by
      us
      under the agreement will be split 50/50 with Traffic.com, however, in the event
      that we sell the Traffic.com information through a separate platform provider,
      the revenue will be split 40% to Traffic.com, 25% to us and 35% to a secondary
      seller. Customers under the Traffic.com agreement are charged as
      follows:





**#
                of Displays**
            **One
                time**
              **License
                Fee**
            **Annual
                Fee For**
              **Only
                the Traffic Feed**
            **Annual
                Fee For Boththe**
              **Traffic
                and Weather
                Feeds**1-5
            $69.96
            $155.40
            $239.406-100
            $149.95
            $143.40
            $227.40101-500
            $695.00
            $131.40
            $215.40501-999
            $995.00
            $119.40
            $203.401000+
            $1,995.00
            $107.40
            $191.40





For
      instance, if a customer who we have a direct relationship with desires to
      display the traffic feed from Traffic.com on 120 different screens, they would
      have to pay a one time license fee of $695.00 (of which we would receive 50%
      of
      or $347.50 pursuant to the terms of the agreement), as well as an annual fee
      of
      $131.40 (of which we would receive 50% of or $65.70).





On
      September 6, 2006, we entered into a Services Agreement with 3M Company.
      Pursuant to the Services Agreement, we agreed to supply 3M the use of our Direct
      Lynk Messenger technology. The Services Agreement has a term of two (2) years,
      unless terminated earlier due to either parties failure to cure a breach under
      the Services Agreement within thirty (30) days of such breach, either party
      fails to meet its financial obligations, or is otherwise unable to complete
      its
      requirements under the agreement without unavoidable delay for at least thirty
      days. Pursuant to the Services Agreement, we agreed that 3M would pay us the
      prices set forth in the agreement (which have been withheld for confidentiality
      purposes from the exhibit attached hereto in accordance with our prior agreement
      with 3M) and 3M would reimburse us for any out of pocket expenses in connection
      with the agreement at our actual cost. 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. We also agreed to maintain at our cost, commercial
      general liability insurance of at least $2,000,000 per occurrence, if available
      to us, professional liability insurance of at least $2,000,000 per occurrence,
      worker's compensation insurance and employer's liability insurance of at least
      $500,000 per occurrence, which insurance we have obtained to date. We also
      agreed to indemnify 3M and its affiliates, successors and assigns against any
      claims brought in connection with our failure to comply with the agreement,
      and/or any third party claims related to our performance of our obligations
      under the agreement. The Services Agreement had a confidentiality provision,
      whereby we agreed to keep 3M's obligations under the agreement confidential
      and
      disclose the information in the 3M agreement only as necessary. The Services
      Agreement creates an independent contractor relationship between us and
      3M.




15





On
      September 18, 2006, we entered into a Settlement Agreement and Mutual Release
      with our former employee, Terry Breedlove. Pursuant to the Settlement Agreement
      and Mutual Release, Mr. Breedlove agreed to return 3,000,000 of the 5,000,000
      shares which he held to us for cancellation, and to resign as our employee,
      and
      Mr. Breedlove agreed to release us, our officers, directors, attorneys, agents,
      assigns, representatives and successors, from all rights, obligations, claims,
      demands, causes of action, whether in contract or tort, or under federal or
      state law or pursuant to the securities regulations, relating to Mr. Breedlove's
      employment to us, including all obligations arising there from and/or conduct
      of
      our officers, directors, agents or assigns relating to Mr. Breedlove's
      employment with us. In consideration for the cancellation of the shares by
      Mr.
      Breedlove, we agreed to release and forever discharge Mr. Breedlove and his
      agents, representatives and assigns from any and all rights, obligations,
      claims, demands and causes of action, whether in contract, tort, under state
      or
      federal law or federal securities regulations relating to Mr. Breedlove's
      employment. However, pursuant to the Settlement and Mutual Release, we reserved
      the right to bring claims and/or litigation against Mr. Breedlove in the future
      in the event that any actions taken by Mr. Breedlove during his employment
      with
      us are determined in our reasonable belief to be fraudulent or illegal and/or
      if
      we are brought into any legal proceeding relating to Mr. Breedlove's employment.
      Although the Settlement and Mutual Release Agreement was entered into on
      September 18, 2006, Mr. Breedlove's shares of common stock were not returned
      to
      us for cancellation until the end of September 2006, and the cancellation of
      the
      shares was not affected until October 2006.





In
      October 2006, we obtained a $50,000 loan from Milford Mast, a greater than
      5%
      shareholder of Data Call. The loan is evidenced by a promissory note which
      bears
      interest at the rate of 7% per annum. The loan was due and payable, along with
      any accrued and unpaid interest on December 31, 2007. On January 2, 2007, we
      entered into a Debt Conversion Agreement with Milford Mast, whereby we converted
      the $50,000 of debt owed to Mr. Mast, into 500,000 restricted shares of our
      common stock. Mr. Mast agreed to forgive the entire principal and accrued
      interest on the note in connection with our issuance of the 500,000 restricted
      shares to Mr. Mast.





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





16






Dependence On One Or A Few
      Customers




We
      currently have only approximately twenty-four (24) customers who pay to
      subscribe to the Direct Lynk System; however we also have several companies
      which are testing the Direct Lynk System. We generally offer these companies
      free use of the Direct Lynk System in their establishments for approximately
      thirty to forty-five days, after which time such companies must choose whether
      to stop using our trial service or enter into a contract with us and pay us
      subscription fees to continue to use the Direct Lynk System. We have found
      this
      initial free trial period to be effective in educating potential customers
      of
      the benefits and uses of our technology.





The
      twenty-four (24) customers who pay us subscription fees, the majority of which
      are on a month to month basis as well as some paid in full for a one year
      subscription, as of the filing of this report, are Arena Media Networks, AVAS
      Integrated Systems, LLC (FBO Channel), CableOne.net, Consolidated Property
      Development, Digital AV(BAE Systems, Inc.), Insight Research (Hyatt Regency
      in
      Atlanta), the Lake County, Indiana, convention and visitors bureau,
      Daktronics/FuelCast International, Scala, Inc., TCT West, Harvest Productions,
      Inc., MACCO/Norwegian Cruise Line-Pearl, Midwest Airlines, Mindmatics LLC,
      StrandVision LLC, Diamond Security & Sound, Douglas County TV, DTE Energy
      Resources, Elevator Channel, Muskegon Community College, Special Metals
      (Huntington AlloysCorp.), Zero In Media, LLC, 3M Digital Signage and Widico.
      Additionally, various other companies are currently testing our Direct Lynk
      feeds, but do not pay us subscription feeds as of the date of this
      filing.




In
      the
      near future, we will depend on a small number of customers for the bulk of
      our
      revenues, if any. However, in the future, we plan to depend less on a small
      number of customers. Instead, we hope to offer our Direct Lynk System to many
      customers in numerous industries. We hope that the diversification of products
      in the marketplace will lower the risk that the loss of one customer or decline
      in any one industry will impact our revenues; however, as we have generated
      only
      limited revenues though out Direct Lynk System and have only a small number
      of
      companies which pay to subscribe to the Direct Lynk System, we may be forced
      to
      depend on a small number of clients in the future.





**Patents,
      Trademarks & Licenses**





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





**Employees**





We
      currently employ nine (9) full time employees.




17







**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 on our Direct Lynk Messenger System, including software and
      hardware development and testing. The amount spent on this research and
      development since inception is estimated by us to be approximately
      $2,000,000.





**ITEM
      2. DESCRIPTION OF PROPERTY**





We
      entered into a three year lease on our principal offices at 600 Kenrick, Suite
      B-12, Houston, Texas 77060, with First Industrial Development Services, Inc.,
      a
      Maryland corporation ("Landlord"), which became effective on April 1, 2005.
      The
      lease covers approximately 2,240 square feet and has a monthly rental cost
      of
      $1,164.80 from April 1, 2006 to March 31, 2008. We have the option to terminate
      the lease on April 1, 2007, provided that we give the Landlord 180 days notice
      of our intention to terminate the lease and pay $3,365 in penalties, however
      we
      currently have no intention to terminate such lease.





On
      January 1, 2006, we entered into a lease on approximately 1,875 square feet
      of
      office space, which we plan to use for sales/development at 14683 Midway Road,
      Suite 150, Addison, Texas 75001. The lease has a three year term, ending on
      January 31, 2009. The monthly rental fee for the term of the lease is $1,719
      per
      month. Additionally, pursuant to the Addison office space lease, we agreed
      to
      reimburse the landlord for any costs associated with utilities, taxes and
      assessments and casualty and liability insurance in connection with the leased
      space.





**ITEM
      3. LEGAL PROCEEDINGS**





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




18





Mr.
      Clemens' 4,500,000 shares of Data Call common stock were unilaterally cancelled
      by Data Call when such improprieties of Mr. Clemens' became known by Data Call's
      current management team. In connection with such cancellation and the abuses
      of
      Mr. Clemens' position as our Chief Executive Officer, we do not believe that
      Mr.
      Clemens is owed the 4,500,000 shares which were originally granted in connection
      with services rendered and do not believe that Mr. Clemens' claims are valid.
      Even though our management believes that any recovery that Mr. Clemens may
      be
      awarded if he were to bring legal proceedings against us would be reduced
      substantially by Mr. Clemens alleged violations of his duty of care and good
      faith and misappropriations of company resources and funds (described above),
      we
      may still be forced to expend substantial resources on the defense and/or
      settlement of such claims and as a result, we could be forced to raise
      additional finances to defend such claims and/or issue Mr. Clemens shares of
      common stock in settlement of his claims, which may dilute our shareholders,
      and/or cause us to curtail or abandon our business plan, which could cause
      any
      investment in us to become worthless.





In
      November 2005, Press Association, Inc., a wholly owned subsidiary of The
      Associated Press ("Press Association"), filed a petition against our Chief
      Executive Officer and Director, James Ammons, in the County Court at Law No.
      3,
      in Dallas County, Texas entitled Jim Ammons d/b/a Datacall Wireless Corporation.
      The petition alleged that Mr. Ammons, d/b/a Data Call Wireless Corporation,
      purchased goods from Press Association at an agreed price of $33,720.50, which
      goods, Press Association alleges were never paid for. Press Association alleged
      that the goods provided to Mr. Ammons were news feeds pursuant to an "Aggregator
      Current News License Agreement Between Press Association, Inc. and Data Call
      Wireless Corporation," dated February 13, 2003, in which agreement Press
      Association agreed to provide certain Associated Press news feeds to Data Call
      in return for certain monthly fees of between $1,400 and $2,000 per month for
      the use of the Associated Press feeds. Press Association alleged that Data
      Call
      failed to pay the fees required by the agreement for the period between July
      2003 and November 2004, although Data Call was being provided the use of the
      Associated Press feeds during this time period. Press Association alleged that
      they were due the full amount of the $33,720.50 plus pre and post judgment
      interest at the rate of 6% and 5% per annum, respectively and reasonable
      attorney's fees.





Neither
      Mr. Ammons nor Data Call filed an answer to Press Association's petition, and
      as
      a result, Press Association filed a Motion for Default Judgment against Mr.
      Ammons d/b/a Datacall Wireless Corporation on March 24, 2006, which motion
      was
      granted on March 30, 2006. The Default Judgment was entered in the amount of
      $33,720.50, together with interest at the rate of 6% per annum from February
      1,
      2005, plus reasonable attorney's fees in the amount of $6,070, plus interest
      at
      the rate of 6.5% per annum until paid.




19





Mr.
      Ammons retained counsel and filed a Notice of Appeal in the Fifth Court of
      Appeals in Dallas County, Texas on August 7, 2006, Press Association did not
      file a brief regarding the Notice of Appeal, and instead on October 20, 2006,
      Mr. Ammons attorney filed a Motion to Set Aside Judgment and Remand Case in
      the
      Fifth Court of Appeals in Dallas County, Texas (the "Motion to Set Aside").
      The
      Motion to Set Aside memorialized the terms of an agreement between Press
      Association, Mr. Ammons and Data Call, whereby Press Association agreed to
      have
      the judgment against Mr. Ammons set aside and that the case should be remanded
      to the trial court so that the proper defendant, Data Call, could be joined
      in
      the case and it could be properly litigated.  We are the proper defendant
      in the lawsuit, because we entered into the agreement with Press Association,
      not Mr. Ammons personally. Subsequently, in February 2007, we entered into
      a
      confidential settlement agreement with Press Association, which settled the
      terms of the Press Association lawsuit.





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





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





None.
























































[Remainder
      of page left intentionally blank.]




20







**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**





No
      established public trading market exists for our common stock. We have been
      approved to have our common stock quoted on the Over-the-Counter Bulletin Board
      (“OTCBB”) under the symbol “DTCL”; however no shares of common stock have been
      quoted or traded on the OTCBB to date.





As
      of
      March 23, 2007, we had 64,412,100 shares of common stock outstanding, which
      shares were held by approximately 192 shareholders of record.





**Recent
      Sales Of Unregistered Securities**





In
      November 2006, we sold 1,000,000 shares of our restricted common stock for
      aggregate consideration of $100,000 (or $0.10 per share), to Regional Marketing
      Co., an entity managed by Milford Mast, a greater than 5% shareholder of us
      (“Regional”). We claim an exemption from registration under Rule 506 of the
      Securities Act of 1933, as amended.





In
      December 2006, we sold an additional 2,000,000 shares of our restricted common
      stock for aggregate consideration of $200,000 (or $0.10 per share), to Regional.
      We claim an exemption from registration under Rule 506 of the Securities Act
      of
      1933, as amended.





From
      November 2006 to March 2007, we sold an aggregate of 4,250,000 shares of our
      restricted common stock to eleven (11) investors for aggregate consideration
      of
      $425,000 (or $0.10 per share). We claim an exemption from registration under
      Rule 506 of the Securities Act of 1933, as amended.





On
      January 2, 2007, we granted our legal counsel, David M. Loev, an individual,
      a
      Warrant to purchase 1,000,000 shares of our common stock at an exercise price
      of
      $0.10 per share, which warrants are valid for three years from the date they
      were granted and contain a cashless exercise provision. We claim an exemption
      from registration afforded by Section 4(2) of the Securities Act of 1933, as
      amended, since the foregoing issuance did not involve a public offering, the
      recipient took the securities for investment and not resale and we took
      appropriate measures to restrict transfer. No underwriters or agents were
      involved in the foregoing issuance and no underwriting discounts or commissions
      were paid by us.





On
      January 2, 2007, we agreed to issue an individual an aggregate of 125,000 shares
      of our restricted common stock in consideration for that individual referring
      certain investors to us. We claim an exemption from registration afforded by
      Section 4(2) of the Securities Act of 1933, as amended, since the foregoing
      issuance did not involve a public offering, the recipient took the securities
      for investment and not resale and we took appropriate measures to restrict
      transfer. No underwriters or agents were involved in the foregoing issuance
      and
      no underwriting discounts or commissions were paid by us.




21





On
      January 2, 2007, our Board of Directors agreed to issue two of our employees
      an
      aggregate of 125,000 shares of our restricted common stock in consideration
      for
      services rendered to us in connection with the sale of our products. We claim
      an
      exemption from registration afforded by Section 4(2) of the Securities Act
      of
      1933, as amended, since the foregoing issuances did not involve a public
      offering, the recipients took the securities for investment and not resale
      and
      we took appropriate measures to restrict transfer. No underwriters or agents
      were involved in the foregoing issuances and no underwriting discounts or
      commissions were paid by us.





On
      January 2, 2007, we entered into a debt conversion agreement with Milford Mast,
      whereby we converted $50,000 of debt (and certain amounts of accrued and unpaid
      interest) into an aggregate of 500,000 restricted shares of our common stock.
      We
      claim an exemption from registration afforded by Section 4(2) of the Securities
      Act of 1933, as amended, since the foregoing issuance did not involve a public
      offering, the recipient took the securities for investment and not resale and
      we
      took appropriate measures to restrict transfer. No underwriters or agents were
      involved in the foregoing issuance and no underwriting discounts or commissions
      were paid by us.





On
      January 15, 2007, we entered into the Warrant Amendment with Everett Poe, which
      amended the terms of Mr. Poe’s June 1, 2006 Warrant. We claim an exemption from
      registration afforded by Section 4(2) of the Securities Act of 1933, as amended,
      since the foregoing transaction did not involve a public offering, the recipient
      took the securities for investment and not resale and we took appropriate
      measures to restrict transfer. No underwriters or agents were involved in the
      foregoing issuance and no underwriting discounts or commissions were paid by
      us.





On
      January 17, 2007, our Board of Directors approved the grant of an aggregate
      of
      3,900,000 options to certain of our employees, Directors and officers (the
      “Employees,” as described below, and the “Options”), which Options are
      exercisable for three years from the date they were granted and are exercisable
      for shares of our common stock at an exercise price of $0.10 per share. The
      Options, which will be evidenced by Option Agreements to be drafted subsequent
      to this filing shall also contain cashless exercise provisions. The Options
      were
      granted to the Employees as follows:





o
            750,000
                Options to James Tevis, our employee;o
            1,250,000
                Options to Tim Vance, our Director;o
            400,000
                Options to Jim Vance, our employee;o
            500,000
                Options to Larry Mosley, our Chief Financial Officer and Director;
                ando
            2,000,000
                Options to Jim Ammons, our Chief Executive Officer and
                Director.







22







We
      claim
      an exemption from registration afforded by Section 4(2) of the Securities Act
      of
      1933, as amended, since the foregoing issuances did not involve a public
      offering, the recipient took the securities for investment and not resale and
      we
      will take took appropriate measures to restrict transfer. No underwriters or
      agents were involved in the foregoing issuances and no underwriting discounts
      or
      commissions were paid by us.





On
      January 29, 2007, we agreed to issue Miracle Tech, LLC, an aggregate of 900,000
      warrants to purchase shares of our common stock at an exercise price of $0.10
      per share, which warrants are exercisable for three years from the date they
      were granted. The warrants were issued in connection with subscriptions received
      for shares of our common stock in January 2007. We claim an exemption from
      registration afforded by Section 4(2) of the Securities Act of 1933, as amended,
      since the foregoing issuance did not involve a public offering, the recipient
      took the securities for investment and not resale and we will take took
      appropriate measures to restrict transfer. No underwriters or agents were
      involved in the foregoing issuance and no underwriting discounts or commissions
      were paid by us.





In
      February 2007, we issued 50,000 shares of common stock to Milford Mast, a
      greater than 5% shareholder of us, which shares had previously been subscribed
      for in January 2006, by Mr. Mast as part of a subscription for 1,000,000 shares
      for $100,000 (or $0.10 per share). Mr. Mast was previously only issued 950,000
      shares in connection with his previous investment and as a result, Mr. Mast
      was
      owed 50,000 in connection with the previous subscription by Mr. Mast. We claim
      an exemption from registration afforded by Section 4(2) of the Securities Act
      of
      1933, as amended, since the foregoing issuance did not involve a public
      offering, the recipient took the securities for investment and not resale and
      we
      took appropriate measures to restrict transfer. No underwriters or agents were
      involved in the foregoing issuance and no underwriting discounts or commissions
      were paid by us.





In
      February 2007, our Board of Directors agreed to grant Everett Poe, an employee
      of us, an aggregate of 1,500,000 three year warrants to purchase shares of
      our
      common stock at an exercise price of $0.10 per share, which warrants contained
      a
      cashless exercise provision in consideration for services rendered by Mr. Poe
      in
      his capacity as our employee during January and February 2007. We claim an
      exemption from registration afforded by Section 4(2) of the Securities Act
      of
      1933, as amended, since the foregoing issuance did not involve a public
      offering, the recipient took the securities for investment and not resale and
      we
      will take took appropriate measures to restrict transfer. No underwriters or
      agents were involved in the foregoing issuance and no underwriting discounts
      or
      commissions were paid by us.





In
      February 2007, our Board of Directors approved the issuance of 1,000,000 shares
      of common stock to Mr. Poe in consideration for services rendered to us in
      his
      capacity as an employee of during January and February 2007. We claim an
      exemption from registration afforded by Section 4(2) of the Securities Act
      of
      1933, as amended, since the foregoing issuance did not involve a public
      offering, the recipient took the securities for investment and not resale and
      we
      took appropriate measures to restrict transfer. No underwriters or agents were
      involved in the foregoing issuance and no underwriting discounts or commissions
      were paid by us.




23







In
      March
      2007, in connection with the sale of 1,000,000 shares of our restricted common
      stock for aggregate consideration of $100,000 or $0.10 per share (which sale
      is
      included in the 4,250,000 of shares sold described above), we agreed to issue
      a
      shareholder of us an aggregate of 250,000 three year warrants to purchase shares
      of our common stock at an exercise price of $0.50 per share. We claim an
      exemption from registration afforded by Section 4(2) of the Securities Act
      of
      1933, as amended, since the foregoing issuance did not involve a public
      offering, the recipient took the securities for investment and not resale and
      we
      took appropriate measures to restrict transfer. No underwriters or agents were
      involved in the foregoing issuance and no underwriting discounts or commissions
      were paid by us.





In
      March
      2007, we agreed to sell 250,000 restricted shares of our common stock to two
      separate investors, for aggregate consideration of $50,000 ($25,000 per
      investor). While we have not finalized those subscription agreements to date
      and
      therefore have not included the 500,000 restricted shares in the number of
      outstanding shares used throughout this report, we did agree to grant those
      investors an aggregate of 500,000 warrants (250,000 each) to purchase shares
      of
      our common stock at an exercise price of $0.10 per share. We claim an exemption
      from registration afforded by Section 4(2) of the Securities Act of 1933, as
      amended, since the foregoing issuance will not involve a public offering, the
      recipient will take the securities for investment and not resale and we will
      take appropriate measures to restrict transfer. No underwriters or agents will
      be involved in the foregoing issuance and no underwriting discounts or
      commissions will be paid by us.








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





**PLAN
      OF OPERATIONS**





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





We
      believe that we can continue our business operations for approximately the
      next
      three (3) months, assuming our current rate of monthly expenditure, of
      approximately $50,000 per month (which amount does not include the full amount
      of our executive officers’ salaries, a portion of which is being accrued until
      such time as we have sufficient funds to pay the full amount of such salaries),
      our current number of employees, and our other expenses do not increase
      significantly, due to the approximately $281,699 of cash on hand that we had
      as
      of December 31, 2006, of which approximately $120,000 remained as of March
      20,
      2007, 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, 2006.
      In
      the event that our current monthly rate of expenditure, the number of employees
      we employ and/or
      any of our other expenses increase, we may be forced to raise additional capital
      within the next three (3) months or sooner. We do not currently have any plans
      to increase our monthly expenditures or number of employees. Moving forward,
      we
      anticipate the need for approximately $500,000 in additional funding to continue
      our operations for the next twelve months, and as such we may need to raise
      additional capital through the sale of shares of our common stock subsequent
      to
      the filing of this report.




24





Assuming
      we have sufficient capital moving forward, we plan to continue to grow our
      business and market our Direct Lynk System to potential customers over the
      course of the next twelve months by marketing our technology to digital signage
      manufacturers, trade magazines, trade shows and call centers. We will also
      continue on a limited basis our practice of providing potential customers free
      trials of the Direct Lynk System, for which we will receive no revenue, in
      an
      attempt to build both product awareness for the Direct Lynk System and to
      potentially lead to sales down the road, which in the opinion of our management
      has been successful both in building brand awareness for the Direct Lynk System
      and in bringing in new clients for subscriptions. We added subscribers for
      our
      technology throughout 2006 and hope to build and increase such subscribers
      moving forward. However, as of the date of this filing, we have generated only
      minimal revenues through paying subscriptions for the Direct Lynk System, and
      we
      can provide no assurances that we will generate any meaningful revenues in
      the
      future, that we will be successful in marketing our Direct Lynk System to
      potential customers or that we will continue to have enough money to continue
      our business operations and marketing activities in the future. If we are unable
      to generate sufficient revenues to support our approximately $50,000 per month
      of expenses moving forward, we may be forced to scale back our marketing efforts
      (please see "Risk Factors" above for more detailed descriptions of these and
      other risks to which we are subject).





**THE
      YEAR ENDED DECEMBER 31, 2006 COMPARED TO THE YEAR ENDED DECEMBER 31,
      2005**





We
      had
      $58,009 of sales revenue for the year ended December 31, 2006, compared to
      sales
      revenue of $365 for the year ended December 31, 2005, an increase in sales
      revenue of $57,644 from the prior period. The $58,009 of sales revenue for
      the
      year ended December 31, 2006 and the $365 of sales revenue for the year ended
      December 31, 2005 consisted of subscription fees received in connection with
      our
      Direct Lynk System.





We
      had
      total costs of sales for the year ended December 31, 2006 of $45,425 compared
      to
      total costs of sales of $0 for the year ended December 31, 2005, which resulted
      in a gross margin of $12,584 for the year ended December 31, 2006, compared
      to a
      gross margin of $365 for the year ended December 31, 2005, an increase in gross
      margin of $12,219 from the prior year, which increase was due to increased
      sales
      of our product.





Cost
      of
      sales as a percentage of sales was 78.3% for the year ended December 31, 2006,
      compared to 0% for the year ended December 31, 2005. As we gain more customers
      and enter into more service agreements, we anticipate our cost of sales will
      decrease as we are able to take advantage of economies of scale and because
      the
      net cost to us of adding additional subscribers and fees is
      minimal.


25





We
      had
      total expenses of $1,687,645 for the year ended December 31, 2006, compared
      to
      total expenses of $1,076,221 for the year ended December 31, 2005, an increase
      in expenses of $611,424 or 56.8% from the prior period. The increase in expenses
      was mainly due to a $577,458 or 126.7% increase in employee compensation, which
      was due to the increased salaries of our executive officers in connection with
      the employment agreements described above, as well as 2,500,000 shares of common
      stock issued to one of our employees valued at $250,000, and 3,000,000 options
      granted to our Chief Executive Officer, James Ammons; a $64,373 or 72.3%
      increase in travel expenses for the year ended December 31, 2006, compared
      to
      the year ended December 31, 2005, associated with our travel to certain trade
      shows and to certain corporations’ offices to demonstrate our Direct Lynk
      System, and a $51,709 or 36.9% increase in legal and accounting costs for the
      year ended December 31, 2006, compared to the year ended December 31, 2005
      in
      connection with amounts paid to attorneys and our auditor in connection with
      the
      preparation of, review of and amendments to our Form SB-2 Registration Statement
      and financial statements contained therein, which was offset by a $206,225
      or
      93.7% decrease in contractual services for the year ended December 31, 2006,
      compared to the year ended December 31, 2005.




We
      had a
      net loss of $1,675,061 for the year ended December 31, 2006, compared to a
      net
      loss of $1,075,856 for the year ended December 31, 2005, an increase in net
      loss
      of $599,205 or 55.7% from the prior year. The increase in net loss for the
      year
      ended December 31, 2006, compared to the net loss for the year ended December
      31, 2005 was mainly due to the $611,424 or 56.8% increase in expenses for the
      year ended December 31, 2006 and the $45,425 increase in costs of sales for
      the
      year ended December 31, 2006, which was not sufficiently offset by the $57,644
      increase in sales revenue for the year ended December 31, 2006, compared to
      the
      year ended December 31, 2005.





**LIQUIDITY
      AND CAPITAL RESOURCES**





We
      had
      current assets of $291,723 as of December 31, 2006, which consisted of cash
      of
      $281,699 and accounts receivable (net of $1,884 of allowance for doubtful
      accounts) of $10,024, compared to total current assets of $671,228 consisting
      solely of cash as of December 31, 2005, a decrease of $379,505 or 56.5% in
      current assets from December 31, 2005, which decrease in current assets was
      mainly due to our use of our cash on hand as of December 31, 2005, for operating
      expenses and general working capital during the year ended December 31, 2006,
      which was also impacted by less subscriptions for shares of our common stock
      during the year ended December 31, 2006, compared to the year ended December
      31,
      2005.





We
      had
      total assets of $378,394, as of December 31, 2006, which consisted of current
      assets of $291,723; total property and equipment (net of accumulated
      depreciation) of $81,416, 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.




26





We
      had
      total liabilities of $341,921 as of December 31, 2006, consisting of current
      liabilities of $137,521 and non-current liabilities consisting of redeemable
      common stock of $204,400 as of December 31, 2006. Current liabilities consisted
      of accounts payable of $87,521, which included $50,000 which was owed to our
      former legal counsel and $50,000 of short-term note payable, which amount was
      payable to a significant shareholder of us, Milford Mast, and which amount
      has
      since been converted into 500,000 shares of common stock, as explained in
      greater detail above. Redeemable common stock consisted of shares of common
      stock sold to certain investors from 2003-2006, which investors may have ongoing
      rescission rights, even though those investors previously rejected our
      rescission offer to them to return their shares of our common stock for their
      original subscription cost plus statutory interest. While we are obligated
      to
      carry the $204,400 in redeemable common stock on our balance sheet as a
      liability, we believe that the likelihood of any of the shareholders who hold
      those shares exercising their remaining rescission rights, if any, is very
      small.





We
      had
      working capital of $154,202 and an accumulated deficit of $6,069,782 as of
      December 31, 2006.





We
      had
      $1,329,225 of cash used in operating activities for the year ended December
      31,
      2006, which was mainly due to a net loss of $1,675,061, offset by $320,722
      of
      stock issued for services, which shares were issued to our consultants and
      employees in connection with services rendered.





We
      had
      $15,304 of cash used in investing activities during the year ended December
      31,
      2006, which included $15,304 of purchase of property and equipment.




We
      had
      $955,000 in net cash provided by financing activities for the year ended
      December 31, 2006, representing proceeds from the sale of 9,050,000 shares
      of
      our common stock at $0.10 per share pursuant to a private placement during
      the
      year ended December 31, 2006, as well as $50,000 received from a loan provided
      to us by Milford Mast, a significant shareholder of us, which loan has since
      been converted into shares of our common stock as described in greater detail
      herein.





Due
      to
      the $281,699 of cash that remained as of December 31, 2006, of which
      approximately $120,000 remained as of March 20, 2007, we believe that with
      our
      current rate of monthly expenditures, approximately $50,000 per month, we will
      be able to maintain 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. We can provide no assurances that we will be able to raise additional
      capital in the future, and/or that such sales of securities will not be on
      unfavorable terms.




27





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.





Additionally,
      our quarterly expenses may increase as we have become a reporting company as
      we
      will need to continue filing quarterly and annual reports with the Securities
      and Exchange Commission, which will need to contain disclosures drafted by
      our
      legal counsel and financial statements reviewed and/or audited by our
      independent auditors. Additionally, we will need to file reports on Form 8-K
      with the Commission regarding significant contracts and material events in
      our
      business operations. However, we do not believe that our current anticipated
      monthly expense rate of $50,000 per month will be significantly affected by
      these filing requirements, as we previously paid our legal counsel and
      independent auditors significant funds on a monthly basis (which costs are
      included in our anticipated monthly expenses rate), in connection with our
      now
      effective registration statement filings.




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


28








**RISK
      FACTORS**





You
      should carefully consider the following risk factors and other information
      in
      this annual report on Form 10-KSB before deciding to become a holder of our
      common stock. If any of the following risks actually occur, our business and
      financial results could be negatively affected to a significant
      extent.





The
      business and the value of our common stock are subject to the following Risk
      Factors:





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





We
      believe that we can continue our business operations for approximately the
      next
      three months, assuming our current rate of monthly expenditure, approximately
      $50,000 per month, our current number of employees remains the same, and other
      expenses do not increase significantly, due to the approximately $281,699 of
      cash on hand that we had as of December 31, 2006, of which approximately
      $120,000 remained as of March 20, 2007, and the amount of revenue we generate
      through subscriptions of our Direct Lynk System. We do not have any commitments
      or identified sources of additional capital from third parties or from our
      officers, Directors or majority shareholders. We have generated limited revenues
      to date. Since inception, we have depended mainly on financing raised through
      the sale of our common stock to support our operations. There is no assurance
      that additional financing will be available on favorable terms in the future,
      if
      at all or that our Direct Lynk System will ever generate enough revenues for
      us
      to sustain our operations. If we are unable to raise additional financing in
      the
      future or our current rate of expenditure increases significantly, it would
      have
      a materially adverse effect upon our ability to fully implement our business
      plan and/or to continue with our current operations. Any additional financing
      may involve dilution to our then-existing shareholders, which could result
      in a
      decrease in the value of our securities.





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





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




29







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





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





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





Our
      former President and Director resigned on June 19, 2003, in connection with
      a
      dispute with our current officers and Directors. We have received correspondence
      from this individual claiming that he is owed approximately 4,500,000 shares
      of
      Data Call's common stock as well as certain other amounts in consideration
      for
      services rendered to Data Call. While we had previously been in discussions
      with
      this individual regarding entering into a Settlement and Release Agreement
      with
      us, we have not entered into any settlements or releases with this individual
      to
      date, and have not had any conversations with this individual regarding such
      settlement for approximately the last ninety (90) days. As a result, it is
      possible that this individual will bring legal claims against us in the future
      in connection with monies or shares owed and/or other claims against us. While
      we believe that we have valid counter claims against this individual, which
      will
      substantially lower any judgment he would receive against us (described in
      greater detail under "Legal Proceedings" above), in the event that this
      individual does bring legal claims against us in the future, we may be forced
      to
      expend substantial resources on the defense and/or settlement of such claims
      and/or the litigation of our counter claims against this individual.
      Additionally, if brought, these claims would likely divert the attention and
      resources of our current officers and Directors away from our operations.
      Additionally, if this individual was to bring claims against us in the future,
      we could be forced to raise additional finances or issue this individual shares
      of common stock in settlement of his claims, which may dilute our shareholders,
      and/or cause us to curtail or abandon our business plan, which could cause
      any
      investment in us to become worthless.




30







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





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





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





We
      depend
      on our marketing department, which currently consists of five (5) of our
      employees, to make consumers and potential customers aware of our products.
      Since inception we have spent approximately $2,000,000 on research, development
      and marketing activities associated with our Direct Lynk System. If our
      marketing department fails to make potential customers aware of our products
      and
      the advantages and possibilities we believe they bring to potential customers,
      it is not likely that we will be able to generate enough revenues to continue
      with research and development on new products and improve our current products.
      If this were to happen, it is likely that our products will become stagnant
      and
      we will not be able to compete in the market. If you invest in us and we fail
      to
      properly market our products, we could be forced to curtail our business plan
      or
      discontinue our business operations altogether.





31







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





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





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




32





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





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





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





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





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





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




33







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





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





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





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





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





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




34







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





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





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





Our
      auditors, in our audited financial statements expressed a concern about our
      ability to continue as a going concern. We had working capital of $154,202
      and
      an accumulated deficit of $6,069,782 as of December 31, 2006, and have generated
      limited revenues to date. These factors raise substantial doubt as to whether
      we
      will be able to continue as a going concern. The financial statements do not
      include any adjustments relating to the recoverability and classification of
      liabilities that might be necessary should we be unable to continue as a going
      concern.





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





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





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





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




35





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





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








36







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





Pursuant
      to our Articles of Incorporation, as amended and restated, we have 200,000,000
      shares of common stock and 10,000,000 shares of preferred stock authorized.
      As
      of the filing of this report, we have 64,412,100 shares of common stock issued
      and outstanding and - 0 - shares of preferred stock issued and outstanding.
      As a
      result, our Board of Directors has the ability to issue a large number of
      additional shares of common stock without shareholder approval, which if issued
      would cause substantial dilution to our then shareholders. Additionally, shares
      of preferred stock may be issued by our Board of Directors without shareholder
      approval with voting powers, and such preferences and relative, participating,
      optional or other special rights and powers as determined by our Board of
      Directors. As a result, shares of preferred stock may be issued by our Board
      of
      Directors which cause the holders to have super majority voting power over
      our
      shares, provide the holders of the preferred stock the right to convert the
      shares of preferred stock they hold into shares of our common stock, which
      may
      cause substantial dilution to our then common stock shareholders and/or have
      other rights and preferences greater than those of our common stock
      shareholders. Investors should keep in mind that the Board of Directors has
      the
      authority to issue additional shares of common stock and preferred stock, which
      could cause substantial dilution to our existing shareholders. Additionally,
      the
      dilutive effect of any preferred stock, which we may issue may be exacerbated
      given the fact that such preferred stock may have super majority voting rights
      and/or other rights or preferences which could provide the preferred
      shareholders with voting control over us subsequent to this offering and/or
      provide those holders the power to prevent or cause a change in control. As
      a
      result, the issuance of shares of common stock and/or preferred stock may cause
      the value of our securities to decrease and/or become worthless.





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





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




37







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





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






38





ITEM 7. FINANCIAL
        STATEMENTS
 
 **DATA
        CALL TECHNOLOGIES, INC.**
 **(A
        Development Stage Company)**
 
 **Index**
 
 
 Financial
        Statements:
 Report
                    of Independent Registered Public Accounting
                    Firm
                F-1Balance
                    Sheets - December 31, 2006 and 2005
                F-2Statements
                    of Operations -Years ended December 31, 2006 and 2005
                F-3With
                    cumulative totals from inception to December 31, 2006Statements
                    of Stockholders’ Equity - Years ended December 31, 2006 and
                    2005
                F-4With
                    cumulative totals from inception to December 31, 2006Statements
                    of Cash Flows - Years ended December 31, 2006 and 2005
                F-5With
                    cumulative totals from inception to December 31, 2006Notes
                    to Financial
                    Statements
                F-6
                    --
                    F-13
  39
  **Bassie
          & Co.**
 ***Certified
          Public Accountants***
 6671
            Southwest Freeway, Suite 550
 Houston,
          Texas 77074-2221
 Tel:
          713-272-8500 Fax 832-202-0536
 E-Mail:
          Rebassie@aol.com
 
 
 **Report
          of Independent Registered Public Accounting Firm**
 
 
 The
          Board
          of Directors and Stockholders
 Data
          Call
          Technologies:
 
 We
          have
          audited the accompanying balance sheets of Data Call Technologies, Inc.
          (a
          development stage company - the Company) as of December 31, 2006 and 2005,
          and
          related statements of operations, stockholders' equity, and cash flows
          for each
          of the years in the two-year period ended December 31, 2006. These financial
          statements are the responsibility of the Company’s management. Our
          responsibility is to express an opinion on these financial statements based
          on
          our audits.
 
 We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audits 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 expression 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 audits provide a reasonable basis for
          our
          opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Data Call Technologies, Inc.
          as of
          December 31, 2006 and 2005, and the results of its operations and its cash
          flows
          for each of the years in the two-year period ended December 31, 2006, 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 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.
 
 
 /s/
          Bassie & Co.
 
 
 Houston,
          Texas
 February
          23, 2007
   F-1
  **DATA
          CALL TECHNOLOGIES, INC.**
  (A
            Development Stage Company)
  **Balance
              Sheets**
  December
                31, 2006 and 2005
 Assets
                
                2006
                
                2005Current
                    assets:Cash
                
                $
                281,699
                
                $
                671,228Accounts
                    receivable, less allowance for doubtful accountsof
                    $1,884 at December 31, 2006
                
                
                10,024
                
                
                -Total
                    current assets
                
                
                291,723
                
                
                671,228Property
                    and equipment
                
                
                118,304
                
                
                103,000Less
                    accumulated depreciation and amortization
                
                
                36,888
                
                
                12,202Net
                    property and equipment
                
                
                81,416
                
                
                90,798Other
                    assets
                
                
                5,255
                
                
                5,255Total
                    assets
                
                $
                378,394
                
                $
                767,281Liabilities
                    and Stockholders' EquityCurrent
                    liabilities:Accounts
                    payable
                
                $
                87,521
                
                $
                66,792Accrued
                    expenses
                
                
                -
                
                
                20,000Short-term
                    note payable to shareholder
                
                
                50,000
                
                
                -Total
                    current liabilities
                
                
                137,521
                
                
                86,792Redeemable
                    common stock
                
                
                204,400
                
                
                204,400Total
                    liabilities
                
                
                341,921
                
                
                291,192Stockholders'
                    equity:Preferred
                    stock, $.001 par value. Authorized 10,000,000 sharesNone
                    issued.
                
                
                -
                
                
                -Common
                    stock, $.001 par value. Authorized 200,000,000shares:
                    58,368,100 shares issued and outstandingat
                    December 31, 2006, 48,708,100 shares issuedand
                    outstanding at December 31, 2005
                
                
                58,368
                
                
                48,708Additional
                    paid-in capital
                
                
                6,088,164
                
                
                4,822,102Deficit
                    accumulated during the development stage
                
                
                (6,069,782
                )
                
                (4,394,721
                )76,750
                
                
                476,089Deferred
                    stock compensation
                
                
                (40,277
                )
                
                -Total
                    stockholders' equity
                
                
                36,473
                
                
                476,089Total
                    liabilities and stockholders' equity
                
                $
                378,394
                
                $
                767,281The
                    accompanying notes are an integral part of these financial
                    statements.
    F-2
  **DATA
                    CALL TECHNOLOGIES, INC.**(A
                    Development Stage Company)**Statements
                    of Operations**Years
                    ended December 31, 2006 and 2005Cumulativetotals
                    frominception
                    toDecember
                    31,2006
                
                2005
                
                2006RevenuesSales
                
                $
                58,009
                
                $
                365
                
                $
                75,197Cost
                    of sales
                
                
                45,425
                
                
                -
                
                
                57,616Gross
                    margin
                
                
                12,584
                
                
                365
                
                
                17,581Operating
                    expenses:Employee
                    compensation
                
                
                1,033,245
                
                
                455,787
                
                
                3,430,015Contractual
                    services
                
                
                13,814
                
                
                220,039
                
                
                819,574Legal
                    and accounting
                
                
                191,714
                
                
                140,005
                
                
                624,956Product
                    development costs
                
                
                115,388
                
                
                74,360
                
                
                384,922Travel
                
                
                153,353
                
                
                88,980
                
                
                283,493Office
                    and equipment rental
                
                
                28,953
                
                
                24,705
                
                
                108,887Office
                    supplies and expenses
                
                
                38,138
                
                
                30,952
                
                
                167,258Telephones
                
                
                34,615
                
                
                16,571
                
                
                83,649Advertising
                
                
                15,930
                
                
                14,182
                
                
                53,654Other
                
                
                37,809
                
                
                1,866
                
                
                94,067Depreciation
                    and amortization expense
                
                
                24,686
                
                
                8,774
                
                
                36,888Total
                    operating expenses
                
                
                1,687,645
                
                
                1,076,221
                
                
                6,087,363Net
                    loss before income taxes
                
                
                (1,675,061
                )
                
                (1,075,856
                )
                
                (6,069,782
                )Provision
                    for income taxes
                
                
                -
                
                
                -
                
                
                -Net
                    loss
                
                $
                (1,675,061
                )
                $
                (1,075,856
                )
                $
                (6,069,782
                )Net
                    loss per common share - basic and diluted:Net
                    loss applicable to common shareholders
                
                $
                (0.03
                )
                $
                (0.03
                )Weighted
                    average common shares:Basic
                
                
                52,157,100
                
                
                36,071,357Diluted
                
                
                52,157,100
                
                
                36,071,357The
                    accompanying notes are an integral part of these financial
                    statements.
    F-3
     **DATA
          CALL TECHNOLOGIES, INC.**
 (
          A
          Development Stage Company)
  **Statements
          of Stockholders' Equity**
  Years
          ended December 31, 2006 and 2005
 Common Stock
                  
                  
                  
                  Additional
                    paid in
                  
                  Accumulated
                  
                  Unearned
                  
                  Stockholders' equityshares
                  
                  amount
                  
                  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
                  
                  
                  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
                  )
                  $
                  36,473The accompanying notes are an integral part of these financial
                      statements.
       F-4
 **DATA
                    CALL TECHNOLOGIES INC.**(A
                    Development Stage Company)**Statements
                    of Cash Flows******
                ****
                ****
                ****Years
                    ended December 31, 2006 and 2005Cumulativetotals frominception toDecember 31,2006
                2005
                2006Cash
                  flows from operating activities:Net
                    loss
                $
                (1,675,061)
                $
                (1,075,856)
                $
                (6,069,782)Adjustments
                    to reconcile net loss to net cashused
                    in operating activities:Depreciation
                    and amortization expense
                
                24,686
                
                8,774
                
                36,888Stock-based
                    compensation related to restricted stock award
                
                320,722
                
                371,860
                
                2,923,082Amortization
                    of deferred stock-based compensation
                
                9,723
                
                -
                
                9,723(Increase)
                    decrease in operating assets:Accounts
                    receivable
                
                (10,024)
                
                -
                
                (10,024)Prepaid
                    expenses
                
                -
                
                10,537
                
                -Other
                    assets
                
                -
                
                (3,960)
                
                (5,255)Increase
                    (decrease) in operating liabilities:Accounts
                    payable
                
                20,729
                
                11,792
                
                87,521Accrued
                    expenses
                
                (20,000)
                
                -
                
                -Net
                    cash used in operating activities
                
                (1,329,225)
                
                (676,853)
                
                (3,027,847)Cash
                  flows from investing activitiesCapital
                    expenditure for equipment
                
                (15,304)
                
                (70,441)
                
                (118,304)Net
                    cash used in investing activities
                
                (15,304)
                
                (70,441)
                
                (118,304)Cash
                  flows from financing activities:Proceeds
                    from issuance of common shares under private
                    placement
                
                905,000
                
                1,388,400
                
                3,173,450Proceeds
                    from issuance of redeemable common sharesunder
                    private placement
                
                -
                
                15,000
                
                204,400Proceeds
                    from short-term borrowing from shareholder
                
                50,000
                
                -
                
                50,000Net
                    cash provided by financing activities
                
                955,000
                
                1,403,400
                
                3,427,850Net
                    increase (decrease) in cash
                
                (389,529)
                
                656,106
                
                281,699Cash
                  at beginning of year
                
                671,228
                
                15,122
                
                -Cash
                  at end of year
                $
                281,699
                $
                671,228
                $
                281,699The
                    accompanying notes are an integral part of these financial
                    statements.
 
   F-5
   **DATA
          CALL TECHNOLOGIES, INC.**
 **(A
          Development Stage Company)**
 
 **Notes
          to Financial Statements**
 
 December
          31, 2006 and 2005
  **(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 a 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.
  
 F-6
 **DATA
              CALL TECHNOLOGIES, INC.**
 **(A
              Development Stage Company)**
 
 **Notes
              to Financial Statements**
 
 December
              31, 2006 and 2005
 
 **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 year ended December 31, 2006,
        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.
  
 F-7
 **DATA
              CALL TECHNOLOGIES, INC.**
 **(A
              Development Stage Company)**
 
 **Notes
              to Financial Statements**
 
 December
              31, 2006 and 2005
 
 
 **Stock-based
        Compensation**
 
 From
        inception to date, the Company common stock has not had an active trading
        market
        with market quotes of the current value of its common stock. However, all
        of the
        Company's investors, who during the life of the Company, have all purchased
        stock at the price of $.10 per share (see note 6). Therefore, that amount
        has
        been determined by the Company to be an appropriate value for all stock based
        compensation. In addition, the Company believes valuation using that method
        is
        consistent with what would have been paid in cash for similar services.
        Therefore, common stock issued to employees as compensation for services
        performed and to non-employees for services performed were valued at the
        same
        price that the Company was selling stock in private placements.
 
 Stock
        issued to consultants in consideration for services rendered is accounted
        for in
        accordance with Emerging Issue Task Force Issues Numbers 96-18 and 00-18,
        expenses are amortized over the term of the consultant agreements, with the
        measurement date generally being the date of the agreements.
 
 In
        December 2004, the Financial Accounting Standards Board issued Statement
        Number
        123 (R), “Share-Based Payments”. SFAS 123 (R) requires all entities to recognize
        compensation expense in an amount equal to the fair value of share-based
        payments such as stock options granted to employees. The Company is required
        to
        apply SFAS 123 (R) on a modified prospective method. Under this method, the
        Company is required to record compensation expense for unvested portion of
        previously granted awards that remain outstanding at the date of adoption. 
SFAS 123(R) was effective for the Company on January 1, 2006 and was adopted
        by
        the Company on that date.  There was no impact in adopting this Statement
        because there were no unvested options and warrants at December 31,
        2005.
 
 **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.
 
 **Concentration
        of Credit Risk**
 
 The
        Company maintains its cash with a major domestic bank, which exceeds the
        insured
        limit of $100,000, from time to time. The terms of these deposits are on
        demand
        to minimize risk. The Company has not incurred losses related to these
        deposits.
   
 F-8
 **DATA
              CALL TECHNOLOGIES, INC.**
 **(A
              Development Stage Company)**
 
 **Notes
              to Financial Statements**
 
 December
              31, 2006 and 2005
 
 
 **New
        Pronouncements**
 
 In
        June
        2006, the FASB issued FIN No. 48, *Accounting
        for Uncertainty in Income Taxes - an interpretation of FASB Statement No.
        109,* which
        clarifies the accounting for uncertainty in income taxes recognized in an
        enterprise’s financial statements in accordance with FASB Statement No. 109, *Accounting
        for Income Taxes.* The
        interpretation prescribes a recognition threshold and measurement attribute
        for
        the financial statement recognition and measurement of a tax position taken
        or
        expected to be taken in a tax return. FIN No. 48 requires recognition of
        tax
        benefits that satisfy a greater than 50% probability threshold. FIN No. 48
        also
        provides guidance on derecognition, classification, interest and penalties,
        accounting in interim periods, disclosure, and transition. FIN No. 48 is
        effective for us beginning January
        1, 2007 .
        We are
        assessing the potential impact that the adoption of FIN No. 48 will have
        on our
        financial statements
 
 In
        May
        2005, the Financial Accounting Standards Board ( *“FASB”* )
        issued
        Statement of Financial Accounting Standard ( *“SFAS”* )
        No.
        154, *Accounting
        Changes and Error Corrections* .
        SFAS
        No. 154 replaces Accounting Principles Board Opinion No. 20, *Accounting
        Changes* ,
        and
        SFAS No. 3, *Reporting
        Accounting Changes in Internal Financial Statements* ,
        and
        changes the requirements for the accounting for and reporting of a change
        in
        accounting principle. SFAS No. 154 requires retrospective application of
        changes
        in accounting principle to prior periods’ financial statements, unless it is
        impracticable to determine either the period-specific effects or the cumulative
        effect of the change. SFAS No. 154 is effective for accounting changes and
        corrections of errors made in fiscal years beginning after December
        15, 2005 .
        The
        Company adopted SFAS No. 154 on January
        1, 2006 .
        Any
        impact on the
        Company ’s
        consolidated results of operations and earnings per share will be dependent
        on
        the amount of any accounting changes or corrections of errors whenever
        recognized.
 
 **(2)** **Related
        Party Transactions**
 
 During
        the year ended December 31, 2006, the Company issued options to the Company’s
        Chief Executive Officer to purchase 3,000,000 shares of the Company’s common
        stock at a price of $.10 per share. The options expire five years from the
        date
        of the grant (February 8, 2006). The options were valued at $300,000 and
        were
        granted for services previously performed; therefore, the total amount was
        expensed and is included in stock-based compensation for the year ended December
        31, 2006.
 
 During
        the year ended December 31, 2005, the Company issued 950,000 shares of the
        Company's restricted common stock to an officer/director of the Company for
        services rendered. The shares issued were valued at $95,000.
 
 During
        the year ended December 31, 2004, the Company issued 4,760,000 shares of
        the
        Company's restricted common stock to officers and directors of the Company
        for
        services rendered. The shares issued were valued at $476,000.
  
 F-9
 **DATA
              CALL TECHNOLOGIES, INC.**
 **(A
              Development Stage Company)**
 
 **Notes
              to Financial Statements**
 
 December
              31, 2006 and 2005
 
 During
        the year ended December 31, 2003, the Company issued 750,000 shares of the
        Company's restricted common stock to an officer/director of the Company for
        services rendered. The shares issued were valued at $75,000.
  During
        the year ended December 31, 2002, the Company issued 4,540,000 shares of
        the
        Company's restricted common stock to officers and directors of the Company
        for
        services rendered. The shares issued were valued at $454,000.
 
  **(3) Property
        and
        Equipment**
  Major
        classes of property and equipment together with their estimated useful lives,
        consisted of the following:
   December
                  31Years
              2006
              
              2005Equipment
              3-5
              $                                                      90,376
              
              $                                                      76,532Office
                Furniture
              7
              19,915
              
              18,455Leasehold
                improvements
              3
              8,013
              
              8,013118,304
              
              103,000Less
                accumulated depreciation and amortization
              
              (36,888)
              
              (12,202)Net
                property and equipment
              
              $                                                    
                 81,416
              
              90,798
  
    **(4)** **Short-term
        Note Payable to Shareholder**
 
 Effective
        October 15, 2006, the Company borrowed $50,000 from a shareholder. The note
        bears interest at 7% and is due and payable on December 31, 2007. Effective
        January 2, 2007, the Company converted the debt into 500,000 shares of
        restricted common stock. As a part of the debt conversion agreement, the
        shareholder waived and forgave all accrued and unpaid interest ($778);
        therefore, the Company did not record any interest expense on this debt for
        the
        year ended December 31, 2006.
 
 **(5)** **Income
        Taxes**
  A
        reconciliation of income taxes at the federal statutory rate to amounts provided
        for the years ended December 31, 2006 and 2005 is as follows:
 
 December
                  312006
              
              2005Tax
                  expense/(benefit) computed at statutory rate for
                continuing
                  operations
              $
              (570,000)
              $
              (366,000)Tax
                  effect (benefit) of operating loss carryforwards
              
              570,000
              
              366,000Tax
                  expense/(benefit) for continuing operations
              $
              -
              $
              -
 
 The
        Company has current net operating loss carryforwards in excess of $6,069,000
        as
        of December 31, 2006, to offset future taxable income, which expire
        2026.
 
 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
                  312006
              
              2005Deferred
                  tax assets:
              $
              
              $Net
                  operating loss
              
              2,064,000
              
              1,494,000Total
                  deferred tax asset
              
              2,064,000
              
              1,494,000Valuation
                  allowance
              
              (2,064,000)
              
              (1,494,000)Net
                  deferred asset
              $
              -
              $
              -
 
 
 F-10
 **DATA
              CALL TECHNOLOGIES, INC.**
 **(A
              Development Stage Company)**
 
 **Notes
              to Financial Statements**
 
 December
              31, 2006 and 2005
 
 At
        December 31, 2006, 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.
 
 **(6)** **Lease
        Agreements**
 
 The
        Company leases office space under noncancellable-operating leases which expire
        in various dates through January 2009. Future minimum lease payments under
        the
        operating lease are as follows:
 
 YearDecember
                  31,
              
              Amount2007
              
              $
              32,8872008
              
              
              24,1222009
              
              
              1,719$
              58,728
 
 **(7)** **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 58,368,100 shares were issued and outstanding at December 31, 2006,
        and
        3,500,000 shares were reserved for issuance pursuant to the exercise of
        outstanding stock options and warrants as of December 31, 2006.
 
 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, 2006; however, these shares are not included in the Company’s permanent
        equity at December 31, 2006. These shares are considered “Redeemable Common
        Stock’ as noted in Note 9 below.
 
 During
        the year ended December 31, 2006, the Company issued options to the Company’s
        Chief Executive Officer to purchase 3,000,000 shares of the Company’s common
        stock at a price of $.10 per share. The options expire five years from the
        date
        of the grant (February 8, 2006). The options were valued at $300,000 and
        were
        granted for services previously performed; therefore, the total amount was
        expensed and is included in stock-based compensation for the year ended December
        31, 2006.
 
 During
        the year ended December 31, 2006, the Company issued warrants to an employee
        to
        purchase 500,000 shares of the Company’s common stock at a price of $.10 per
        share. The aggregate of 500,000 warrants shall vest in three vesting dates
        as
        follows: 166,666 on June 1, 2007, 166,666 on June 1, 2008 and 166,667 on
        June 1,
        2009. If the employee is terminated prior to any vesting date, the employee
        will
        not vest any warrants on the subsequent vesting date. The warrants will expire
        on June 1, 2010. During the year ended December 31, 2006, the Company recorded
        stock-based compensation expense in the amount of $9,722, which represented
        seven months of amortization of the $50,000 value placed on the warrants.
        In
        addition, the Company issued 500,000 shares of restricted common stock to
        the
        same employee pursuant to a thirty-six months employment agreement. The 500,000
        shares of restricted common stock were valued at $50,000 ($.10 per share).
        The
        $50,000 will be amortized over the thirty-six months, with seven months ($9,723)
        of amortization expensed during the year ended December 31, 2006. The remaining
        twenty-nine months of amortization ($40,277) is included in deferred stock
        compensation.
  
 F-11
 **DATA
              CALL TECHNOLOGIES, INC.**
 **(A
              Development Stage Company)**
 
 **Notes
              to Financial Statements**
 
 December
              31, 2006 and 2005
 
 The
        following table summarizes information about options and warrants outstanding
        at
        December 31, 2006 and 2005:
 
 Shares
              
              Weighted
                Average
                Exercise
                Price
                December
                31,
                  2006
              
              Shares
              
              Weighted
                Average
                Exercise
                Price
                December
                31,
                  2005Outstanding
                  at beginning of year
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -Granted
              
              
              3,500,000
              
              
              .10
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -
              
              
              -
              
              
              -Canceled
              
              
              -
              
              
              -
              
              
              -
              
              
              -Outstanding
                  at end of year
              
              
              3,500,000
              
              $
              .10
              
              
              -
              
              $
              -Weighted
                  average fair value of options and
                warrants
                  granted during the period
              
              $
              .10
              
              $
              .10
              
              
              None
              
              
              N/A
 
 Exercisable
                  at end of year
              
              
              3,000,000
              
              $
              .10
              
              
              N/A
              
              
              N/A
 
 Stock-based
        compensation is composed of the following for the year ended December 31,
        2006:
 
 Options
                  and warrants
              
              $
              309,722Stock-based
                  compensation at fair value
              
              
              361,000Cancellation
                  of employee shares
              
              (350,000)Total
                  stock-based compensation expense
              
              $
              320,722
 
 **(8)**  **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.
  
 F-12
 **DATA
              CALL TECHNOLOGIES, INC.**
 **(A
              Development Stage Company)**
 
 **Notes
              to Financial Statements**
 
 December
              31, 2006 and 2005
 
  **(9)**  **Commitments,
        Contingencies and Restatements**
 
 The
        Company received an informal claim from a former officer who resigned from
        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 purchasers,
        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 requires that the Company reclassify
        the value of the 2,044,000 shares from permanent stockholders' equity. The
        value
        of the 2,044,000 shares ($204,400 for 2005) has been reclassified to a separate
        line item entitled "redeemable common stock".
 
 In
        addition, one shareholder who was not included in the rescission offer did
        request rescission of the 200,000 shares that were purchased in 2002; therefore,
        the Company established a liability in the amount of $20,000 (200,000 shares
        at
        $0.10 per share) as of December 31, 2002 (the Company paid the $20,000 to
        the
        one shareholder in 2006). The 2005 financial statements have been restated
        as
        noted above.
   
 2005
 As Previously
 Reported  As Restated
 December
                  31:Accrued
                  expenses
              
              -
              
              20,000Total
                  liabilities - current
              
              66,672
              
              86,792Redeemable
                  common stock
              
              -
              
              204,400Common
                  stock
              
              50,952
              
              48,708Additional
                  paid-in capital
              
              5,044,258
              
              4,822,102Total
                  stockholders' equity (deficit)
              
              700,489
              
              476,089Number
                  of shares outstanding
              
              50,952,100
              
              48,708,100For
                  the years ended December 31:Number
                  of shares outstanding
              
              38,229,357
              
              36,071,357
 
   F-13





**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





None.





**ITEM
      8A. CONTROLS AND PROCEDURES.**





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





(b)
      Changes in internal control over financial reporting. There were no changes
      in
      our internal control over financial reporting during the last fiscal year and/or
      up to and including the date of this filing that we believe materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting.





**ITEM
      8B. OTHER INFORMATION.**





In
      January 2007, it came to our attention that 100,000 shares of restricted common
      stock which we previously sold to an investor of the Company for aggregate
      consideration of $10,000 in March 2004, and were issued to the investor at
      that
      time were not reflected in the Company’s shareholders list when the Company
      engaged its transfer agent, and have therefore not been historically reflected
      as outstanding in the Company’s filings with the Commission and/or its
      historical financial statements. The Company has subsequently taken action
      to
      reflect the 100,000 shares of common stock as outstanding on its shareholder
      report and as such, the number of outstanding shares listed throughout this
      filing include the 100,000 shares held by the investor which were sold in March
      2004.





40






**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(A) OF THE EXCHANGE ACT.**


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******James
                    Ammons
                53
                Chief
                    Executive Officer,Secretary,
                    Treasurer and DirectorLarry
                    Mosley
                56
                Chief
                    Financial Officer and DirectorTimothy
                    Vance
                40
                Chief
                    Operating Officer and Director
  **JAMES
            AMMONS**
 CHIEF
            EXECUTIVE OFFICER AND DIRECTOR
 
 James
            Ammons has served as our Chief Executive Officer, Secretary, Treasurer
            and
            Director since May 2002. From May 2001 to April 2002, Mr. Ammons served
            as our
            Vice President. From February 1999 to April 2001, Mr. Ammons was the
            General
            Manager of QVS Wireless Corporation. From February 1998 to January 1999,
            Mr.
            Ammons was General Manager of Federal Data, a credit card processing
            company.
            Mr. Ammons works full-time for Data Call.
 
 **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
  41
  US
            Bankruptcy Court for the Southern District of Texas in December 2004.
            The case
            and discharged debts were discharged on April 26, 2005.
 
 **TIMOTHY
            VANCE**
 CHIEF
            OPERATING OFFICER AND DIRECTOR
 
 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.
 
 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
  42
  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).
 
 On
            February 8, 2006, with an effective date of January 1, 2006, we entered
            into an
            employment agreement with James Ammons to serve as our Chief Executive
            Officer
            and President. Mr. Ammons' employment agreement has a term of five (5)
            years,
            and is renewable for successive one-year terms. Mr. Ammons is entitled
            to a
            different "Yearly Salary" depending on the year which Mr. Ammons is employed
            under his employment agreement. Mr. Ammons' first Yearly Salary (for
            the yearly
            period from January 1, 2006 to December 31, 2006) is $120,000, and his
            Yearly
            Salary increases 5% per year (rounded to the nearest dollar) for each
            additional
            year Mr. Ammons is employed pursuant to his employment agreement, for
            example,
            Mr. Ammons' Yearly Salary for the second year of his employment agreement
            (the
            period from January 1, 2007 to December 31, 2007) is $126,000 ($120,000
            +
            ($120,000 x .05)). In the event Mr. Ammons' employment agreement is
            automatically renewed for successive one-year periods, Mr. Ammons salary
            will
            continue to increase by 5% each year he is employed.
 
 All
            of
            the executive employment agreements contain confidentiality clauses,
            stating
            that we have ownership rights to any intellectual property created Mr.
            Vance,
            Mr. Mosley or Mr. Ammons in connection with their employment under the
            employment agreements. Additionally, the employment agreements provide
            that for
            a period of nine months (12 months under Mr. Ammons agreement) following
            their
            termination from employment with us, no executive will directly or indirectly
            serve in certain capacities with any of our competitors in Harris County,
            Texas,
            or any of the surrounding counties.
 
 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;
  43
  
 (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 may also be terminated without cause, provided
            that
            in the event Mr. Ammons employment is terminated with cause or for good
            reason,
            Mr. Ammons shall be entitled to receive a lump sum payment of 150% of
            his Yearly
            Salary (as defined above) then in effect.
 
 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.
 
  44
  **ITEM
            10. EXECUTIVE COMPENSATION.**
  **ANNUAL
              COMPENSATION**
  **OTHER****NAME
                        AND**
                    
                    
                    
                    
                    
                    
                    **RESTRICTED**
                    **ANNUAL****PRINCIPAL**
                    
                    **FISCAL**
                    
                    
                    
                    
                    
                    **STOCK**
                    
                    **COMPEN-****POSITION(1)**
                    
                    **YEAR**
                    
                    **SALARY**
                    
                    **BONUS**
                    
                    **AWARDS**
                    
                    **SATION**
                    
                    **OPTIONS**
                    
                    **TOTALS****James
                        Ammons**
                    
                    
                    2006(2)
                    
                    $
                    120,000
                    
                    $
                    35,000(3
                    )
                    
                    --
                    
                    $
                    5,000(4
                    )
                    $
                    300,000(5
                    )
                    $
                    460,000Chief
                        Executive Officer
                    
                    
                    2005
                    
                    $
                    78,070
                    
                    
                    --
                    
                    
                    --
                    
                    
                    --
                    
                    
                    --
                    
                    $
                    78,070Secretary,
                        Treasurer and
                    
                    
                    2004
                    
                    $
                    80,500
                    
                    
                    --
                    
                    
                    --
                    
                    
                    --
                    
                    
                    --
                    
                    $
                    80,500Director
                        (1)**Larry
                        Mosley**
                    
                    
                    2006(6)
                    
                    $
                    75,000
                    
                    $
                    19,250
                    
                    
                    --
                    
                    $
                    6,000(7
                    )
                    
                    --
                    
                    $
                    100,250Chief
                        Financial Officer
                    
                    
                    2005
                    
                    $
                    30,500
                    
                    
                    --
                    
                    $
                    95,000(8
                    )
                    
                    --
                    
                    
                    --
                    
                    $
                    125,500and
                        Director
                    
                    
                    2004
                    
                    $
                    10,525
                    
                    
                    --
                    
                    $
                    5,000(9
                    )
                    
                    --
                    
                    
                    --
                    
                    $
                    15,525**Tim
                        Vance**
                    
                    
                    2006
                    
                    $
                    80,000
                    
                    $
                    5,000
                    
                    
                    --
                    
                    
                    --
                    
                    
                    --
                    
                    $
                    85,000Chief
                        Operating Officerand
                        Director**Terry
                        Breedlove**
                    
                    
                    2006
                    
                    $
                    72,500
                    
                    
                    --
                    
                    $
                    250,000(11
                    )
                    
                    --
                    
                    
                    --
                    
                    $
                    322,500Former
                        Employee (10)
                    
                    
                    2005
                    
                    $
                    67,750
                    
                    
                    --
                    
                    
                    --
                    
                    
                    --
                    
                    
                    --
                    
                    $
                    67,7502004
                    
                    $
                    73,500
                    
                    
                    --
                    
                    $
                    25,000(12
                    )
                    
                    --
                    
                    
                    --**Everett
                        Poe**
                    
                    
                    2006
                    
                    $
                    80,000
                    
                    $
                    10,900
                    
                    $
                    50,000(13
                    )
                    
                    --
                    
                    $
                    50,000(13
                    )
                    $
                    190,900Employee
  *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.
 
 (1)
                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.
  (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.
  45
 (3)
                Mr.
                Ammons received a $35,000 bonus in consideration for entering into
                his
                employment agreement with us in February 2006.
 
 (4)
                Represents a car allowance of approximately $417 per month, which
                we provide to
                Mr. Ammons in order for him to obtain an automobile for work and
                personal
                purposes.
 
 (5)
                Mr.
                Ammons was granted 3,000,000 options to purchase shares of our common
                stock at
                $0.10 per share in February 2006, which options were valued at $300,000.
                The
                options are described in greater detail under "Directors, Executive
                Officers and
                Control Persons," above.
  (6)
                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. Mr. Mosley is to be paid $75,000 per year pursuant
                to his
                employment agreement, which is described in greater detail under
                "Directors,
                Executive Officers and Control Persons," above.
 (7)
                  Represents a car allowance of approximately $500 per month, which
                  we provide to
                  Mr. Mosley in order for him to obtain an automobile for work and
                  personal
                  purposes.
 
 (8)
                  The
                  value of the 950,000 shares of common stock issued to Larry Mosley
                  during the
                  fiscal year ended December 31, 2005 was $95,000, based on the estimated
                  value of
                  $0.10 per share, based on the price that shares of common stock
                  were sold for
                  during the fiscal years ended 2003 through 2005.
 
 (9)
                  The
                  value of the 50,000 shares of common stock issued to Larry Mosley
                  during the
                  fiscal year ended December 31, 2004 was $5,000, based on the estimated
                  value of
                  $0.10 per share, based on the price that shares of common stock
                  were sold for
                  during the fiscal years ended 2003 through 2005.
 
 (10)
                  Terry Breedlove served as an employee of us until September 18,
                  2006, at which
                  time we entered into a Settlement Agreement with Mr. Breedlove,
                  which is
                  described in greater detail above under “Material Contracts.”
 
 (11)
                  The
                  value of the 2,500,000 shares of common stock issued to Terry Breedlove
                  was
                  $250,000, based on the estimated value of $0.10 per share, based
                  on the price
                  that shares of common stock were sold for during the fiscal years
                  ended 2003
                  through 2005. However, 2,000,000 of these shares were subsequently
                  returned to
                  us and cancelled in connection with Mr. Breedlove's entry into
                  a Settlement
                  Agreement with us as described above.
 
 (12)
                  The
                  value of the 250,000 shares of common stock issued to Terry Breedlove
                  during the
                  year ended December 31, 2005 was $25,000, based on the estimated
                  value of
                  $0.10
  46
  per
                  share, based on the price that shares of common stock were sold
                  for during the
                  fiscal years
                  ended 2003 through 2005. 
 (13)
                    Effective June 1, 2006, Mr. Poe was issued 500,000 restricted
                    shares of common
                    stock valued at $50,000 and 500,000 three year warrants to purchase
                    shares of
                    our common stock at an exercise price of $0.10 per share, valued
                    at
                    $50,000.
  **COMPENSATION
                      DISCUSSION AND ANALYSIS**
 
 **Director
                      Compensation**
 
 Our
                      three
                      (3) Directors, James Ammons, Timothy Vance and Larry Mosley
                      do not receive any
                      separate consideration from the Company other than the compensation
                      they are
                      paid as the Company’s executives for their services on the Board of Directors.
                      The Board of Directors reserves the right in the future to
                      award the members of
                      the Board of Directors cash or stock based consideration for
                      their services to
                      the Company, which awards, if granted shall be in the sole
                      determination of the
                      Board of Directors.
 
 **Executive
                      Compensation Philosophy**
 
 Our
                      Board
                      of Directors determines the compensation provided to our executive
                      officers in
                      their sole determination. Our executive compensation program
                      is designed to
                      attract and retain talented executives to meet our short-term
                      and long-term
                      business objectives. In doing so, we attempt to align our executives’ interests
                      with the interests of our shareholders by providing an adequate
                      compensation
                      package to such executives. This compensation package includes
                      a base salary,
                      which we believe is competitive with other companies of our
                      relative size. In
                      addition, we have previously granted certain options to our
                      executive and
                      non-executive employees as part of our compensation package,
                      and our Board of
                      Directors reserves the right to award incentive bonuses which
                      are linked to our
                      performance, as well as to the individual executive officer’s performance in the
                      future. This package may also include long-term, stock based
                      compensation to
                      certain executives which is intended to align the performance
                      of our executives
                      with our long-term business strategies, which may be similar
                      to our previous
                      stock options granted in January and February 2007, as described
                      in greater
                      detail herein.
 
 **Base
                      Salary**
  The
                      base
                      salary of our executive officer, James Ammons, our Chief Executive
                      Officer,
                      President, Secretary and Treasurer, was established by our
                      entry into a five
                      year Employment Agreement entered into with Mr. Ammons on February
                      8, 2006, with
                      an effective date of January 1, 2006, which currently paid
                      him a base salary of
                      $120,000 for the year ended December 31, 2006, and which salary
                      will increase at
                      the rate of 5% per year until such Employment Agreement expires
                      (as explained in
                      greater detail herein). The base salary of our other executive
                      officers, Timothy
                      Vance, our Chief Operating Officer and Larry Mosley our Chief
                      Financial Officer
                      were established by our entry into three year Executive Employment
                      Agreements,
                      which were effective October 1, 2005,
  47
  and
                      which
                      were amended by Addendums to such Employment Agreements executed
                      by those
                      employees on February 13, 2006, to be effective as of January
                      1, 2006, which
                      provide that Mr. Vance shall receive a base salary of $80,000
                      per year and Mr.
                      Mosley shall receive a salary of $75,000 per year until such time as the
                      Employment Agreements expire (as explained in greater detail
                      herein). The base
                      salary of our executive officers was established by evaluating
                      the range of
                      responsibilities of their positions, as well as the anticipated
                      impact that such
                      individuals could have in meeting our strategic objectives.
                      The established base
                      salary of each individual was then benchmarked to comparable
                      positions within
                      our industry and similarly sized companies. Base salaries may
                      be adjusted to
                      reflect the varying levels of position responsibilities and
                      individual executive
                      performance.
 
 **Incentive
                      Bonus**
 
 Along
                      with our executives’ base salaries, the Board of Directors reserves the right to
                      give incentive bonuses to our executive officers, which bonuses
                      the Board of
                      Directors may grant in its sole discretion, if the Board of
                      Directors believes
                      such bonuses are in the Company’s best interest, after analyzing our current
                      business objectives and growth, if any, and the amount of revenue
                      we are able to
                      generate each month, which revenue is a direct result of the
                      actions and ability
                      of such executives in the sole discretion of the Board of
                      Directors.
 
 As
                      of the
                      date of this filing, James Ammons holds 5,000,000 options to
                      purchase shares of
                      our common stock at an exercise price of $0.10 per share, Larry
                      Mosley holds
                      500,000 options to purchase shares of our common stock at an
                      exercise price of
                      $0.10 per share and Timothy Vance holds 1,250,000 options to
                      purchase shares of
                      our common stock at an exercise price of $0.10 per share, which
                      options are
                      described in greater detail herein.
 
 **Long-term,
                      Stock Based Compensation**
 
 In
                      order
                      to attract, retain and motivate executive talent necessary
                      to support the
                      Company’s long-term business strategy we may award certain executives
                      with
                      long-term, stock based compensation in the future, in the sole
                      discretion of our
                      Board of Directors, which we do not currently have any immediate
                      plans to
                      award.
 
 **Criteria
                      for Compensation Levels**
 
 The
                      Company has always sought to attract and retain qualified executives
                      and
                      employees able to positively contribute to the success of the
                      Company for the
                      benefit of its various stakeholders, the most important of
                      which is its
                      shareholders, but also including its customers, its employees,
                      and the
                      communities in which the Company operates.
 
 The
                      Board
                      of Directors (in establishing compensation levels for the Chief
                      Executive
                      Officer, Chief Financial Officer and Chief Operating Officer,
                      as well as other
                      executive positions) and the Company (in establishing compensation
                      levels for
                      all executive and non-executives of the Company) consider many
                      factors,
                      including, but not limited to, the
  48
  individual’s
                      abilities and executed performance that results in: the advancement
                      of corporate
                      goals of the Company, execution of the Company’s business strategies,
                      contributions to positive financial results, contributions
                      to the Company’s
                      overall image and reputation in the Company’s industry, and contributions to the
                      development of the management team and other employees. An
                      employee must
                      demonstrate his or her ability to deliver results in his or
                      her areas of
                      responsibility, which can include, among other things: business
                      development with
                      new and existing customers, development of new products, sales
                      and marketing,
                      efficient management of operations and systems, implementation
                      of appropriate
                      changes and improvements to operations and systems, personnel
                      management,
                      financial management, and strategic decision making. In determining
                      compensation
                      levels, the Board of Directors also considers: competitiveness
                      of compensation
                      packages relative to other comparable companies, both inside
                      and outside of the
                      digital signage industry, and the experience level of each
                      particular
                      individual.
 
 Compensation
                      levels for executive officers are generally reviewed upon the
                      expiration of such
                      executive’s employment and/or consulting agreements (if any), or annually,
                      but
                      may be reviewed more often as deemed appropriate by our Board
                      of Directors.
 
 **Compensation
                      Philosophy and Strategy**
 
 In
                      addition to the “Criteria for Compensation Levels” set forth above, the Company
                      has a “Compensation Philosophy” for all employees of the Company (set forth
                      below), and a “Compensation Strategy for Key Management Personnel” (set forth
                      below), a substantial portion of which also applies to all
                      employees of the
                      Company.
 
 **Compensation
                        Philosophy**
 
 The
                        Company’s compensation philosophy is as follows:
  ·
                              The
                                  Company believes that compensation is an integral
                                  component of its overall
                                  business and human resource strategies. The Company’s compensation plans
                                  will strive to promote the hiring and retention
                                  of personnel necessary to
                                  execute the Company’s business strategies and achieve its business
                                  objectives.
  ·
                              The
                                  Company’s compensation plans will be strategy-focused,
                                  competitive, and
                                  recognize and reward individual and group contributions
                                  and results. The
                                  Company’s compensation plans will strive to promote an
                                  alignment of the
                                  interests of employees with the interests of the
                                  shareholders by having a
                                  portion of compensation based on financial results
                                  and actions that will
                                  generate future shareholder value.
  ·
                              In
                                  order to reward financial performance over time,
                                  the Company’s
                                  compensation programs generally will consist of:
                                  base compensation, and
                                  may also consist of short-term variable incentives
                                  and long-term variable
                                  incentives, as appropriate.
   49
  ·
                              The
                                  Company’s compensation plans will be administered consistently
                                  and fairly
                                  to promote equal opportunities for the Company’s
                                  employees.
 
 **Compensation
                        Strategy for Key Management Personnel**
 
 The
                        Company’s compensation strategy for its key management personnel
                        is as follows:
 
  ·
                              Total
                                  compensation may include base salary and short-term
                                  and long-term variable
                                  incentives based on annual and long term performance,
                                  and long-term
                                  variable incentives, in each case, where
                                  appropriate.
  ·
                              Compensation
                                  will be comparable to general and industry-specific
                                  compensation
                                  practices.
  ·
                              Generally,
                                  base compensation, and targeted short and long-term
                                  variable compensation,
                                  if any, will be established within the range of
                                  compensation of similarly
                                  situated companies in the Company’s industry. The Company’s organization
                                  size and complexity will be taken into account,
                                  and therefore similarly
                                  situated companies include companies of similar
                                  size and complexity
                                  whether or not such companies are in the Company’s industry or
                                  not.
  ·
                              When
                                  determining compensation for officers, managers
                                  and consultants, the
                                  Company takes into account the employee’s (and/or consultant’s) knowledge,
                                  experience, past employment history and connections
                                  in the industry,
                                  including industry specific knowledge and experience,
                                  to the extent such
                                  knowledge and experience contributes to the Company’s ability to achieve
                                  its business objectives.
  ·
                              The
                                  Company reserves the right to adjust annual base
                                  salaries of employees
                                  and/or to award performance based bonuses if individual
                                  performance is at
                                  or above pre-established performance
                                  expectations.
  
 **ITEM
                        11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                        AND RELATED
                        STOCKHOLDER MATTERS.**
 
 The
                        following table provides the names and addresses of each
                        person known to own
                        directly or beneficially more than a 5% of the outstanding
                        common stock (as
                        determined in accordance with Rule 13d-3 under the Exchange
                        Act) as of March 27,
                        2007, and by the officers and Directors, individually and
                        as a group. Except as
                        otherwise indicated, all shares are owned directly.
   50
 **Name
                                    and Address of Shareholder**
                                
                                **Number
                                    of Shares Beneficially Owned**
                                
                                **Percentage
                                    of Share Ownership**
                                (1)**James
                                    Ammons**
                                
                                14,000,000
                                (2)
                                20.2%
                                (3)
 CEO,
                                    President, Treasurer, Secretary and Director600
                                    Kenrick, Suite B-12Houston,
                                    Texas 77060**Milford
                                    and Ruth Mast**
                                
                                11,016,000
                                (4)
                                17.1%466
                                    N. Manor Rd.Elverson,
                                    PA 19520**Timothy
                                    Vance**
                                
                                2,250,000
                                (5)
                                3.4%
                                (6)Chief
                                    Operating Officer and Director600
                                    Kenrick, Suite B-12Houston,
                                    Texas 77060**Larry
                                    Mosley**
                                
                                1,500,000
                                (7)
                                2.3%
                                (8)CFO
                                    and Director600
                                    Kenrick, Suite B-12Houston,
                                    Texas 77060**(All
                                    of the Officers and Directors as a Group (3
                                    Persons))**
                                
                                17,750,000
                                (2)(5)(7)
                                25.9%
                                (9)
 (1)
                                      Using 64,412,100 shares of common stock outstanding
                                      as of March 23, 2007,
                                      unless otherwise noted.(2)
                                      Includes 5,000,000 options to purchase shares
                                      of our common stock at an
                                      exercise price of $0.10 per share.(3)
                                      Based on 69,412,100 shares outstanding assuming
                                      the exercise of all
                                      options held by Mr. Ammons.(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)
                                      Based on 65,662,100 shares of common stock
                                      outstanding assuming the
                                      exercise of all options held by Mr. Vance.(7)
                                      Includes 500,000 options to purchase shares
                                      of our common stock at an
                                      exercise price of $0.10 per share
 (8)
                                      Based on 64,912,100 shares of common stock
                                      outstanding assuming the
                                      issuance of options held by Mr. Mosley.(9)
                                      Based on 71,162,100 shares outstanding, assuming
                                      the exercise of all
                                      options held by our Officers and
                                      Directors.






51




**ITEM
        12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
 
 In
        January 2005, we issued an aggregate of 950,000 shares of our restricted
        common
        stock to our Chief Financial Officer and Director, Larry Mosley (valued at
        $95,000), in consideration for services rendered to us in connection with
        his
        positions as our Chief Financial Officer and Director, and in consideration
        for
        various accounting services provided to us.
 
 Effective
        October 1, 2005, we entered into employment agreements with Larry Mosley,
        our
        Chief Financial Officer and Timothy Vance, our Director of Customer Support.
        We
        later amended the effective date of those agreements to January 1, 2006,
        pursuant to an "Addendum No. 1 to Executive Employment Agreement" entered
        into
        on February 14, 2006, which each of those individuals. The employment agreements
        are described in greater detail above.
 
 In
        October 2005, we sold an aggregate of 3,000,000 shares of our restricted
        common
        stock to Milford and Ruth Mast, greater than 5% shareholders of us, in
        consideration for $300,000 (or $0.10 per share).
 
 In
        November 2005, we sold an aggregate of 3,016,000 shares of our restricted
        common
        stock to Milford and Ruth Mast, greater than 5% shareholders of us, in
        consideration for $301,600 (or $0.10 per share).
 
 In
        December 2005, we sold 1,450,000 shares of our restricted common stock to
        Milford and Ruth Mast, greater than 5% shareholders of us, in consideration
        for
        $145,000 (or $0.10 per share).
  In
        January 2006, we sold 50,000 shares of our restricted common stock to Milford
        and Ruth Mast, greater than 5% shareholders of us, in consideration for $5,000
        (or $0.10 per share).
 
 In
        February 2006, we sold 950,000 shares of our restricted common stock to Milford
        and Ruth Mast, greater than 5% shareholders of us, in consideration for $95,000
        (or $0.10 per share).
  52
  In
        February 2006, our Board of Directors approved a $35,000 bonus to our Chief
        Executive Officer, James Ammons, in consideration for entering into and agreeing
        to be bound by the terms of his employment agreement with us (as described
        below).
 
 On
        February 8, 2006, we entered into an employment agreement with James Ammons,
        our
        Chief Executive Officer, which employment agreement is described in greater
        detail under "Directors, Executive Officers and Control Persons," above.
        In
        connection with the employment agreement, we granted Mr. Ammons options
        exercisable into 3,000,000 shares of our common stock at $0.10 per share,
        which
        options are described in greater detail under "Directors, Executive Officers
        and
        Control Persons," above.
 
 All
        shares of issued common stock above were valued at $0.10 per share, which
        was
        the value which shares of our common stock were sold at pursuant to private
        placements during the years ended December 31, 2003, 2004 and 2005.
 
 On
        June
        19, 2006, with an effective date of June 1, 2006, we entered into an Employment
        Agreement with Everett Poe, our Vice President of Sales (which is a
        non-executive position). The Employment Agreement has a term of three years,
        during which time Mr. Poe is to earn $80,000 per year. The termination terms
        and
        conditions of Mr. Poe's Employment Agreement are similar to the terms and
        conditions of our executive Employment Agreements, described above. In
        connection with and pursuant to our entry into the Employment Agreement with
        Mr.
        Poe, we agreed to issue Mr. Poe 500,000 shares of restricted common stock
        and
        grant Mr. Poe warrants to purchase up to 500,000 shares of our common stock,
        which warrants have an exercise price of $0.10 per share. The warrants vest
        to
        Mr. Poe as follows, 166,666 warrants on June 1, 2007; 166,667 warrants on
        June
        1, 2008; and 166,667 warrants on June 1, 2009. The warrants expire upon the
        earlier of the third anniversary of the date which the warrants vest to Mr.
        Poe,
        or upon the expiration of thirty days after the termination as an employee
        of
        Data Call, which warrants were later amended as described below.
 
 In
        October 2006, we obtained a $50,000 loan from Milford Mast, a greater than
        5%
        shareholder of Data Call. The loan is evidenced by a promissory note which
        bears
        interest at the rate of 7% per annum. The loan is due and payable, along
        with
        any accrued and unpaid interest on December 31, 2007. On January 2, 2007,
        we
        entered into a Debt Conversion Agreement with Milford Mast, whereby we converted
        the $50,000 of debt owed to Mr. Mast, into 500,000 restricted shares of our
        common stock. Mr. Mast agreed to forgive the entire principal and accrued
        interest on the note in connection with our issuance of the 500,000 restricted
        shares to Mr. Mast.
 
 In
        November 2006, we sold 1,000,000 shares of our restricted common stock for
        aggregate consideration of $100,000 (or $0.10 per share), to Regional Marketing
        Co., an entity managed by Milford Mast, a greater than 5% shareholder of
        us
        (“Regional”).
 
 In
        December 2006, we sold an additional 2,000,000 shares of our restricted common
        stock for aggregate consideration of $200,000 (or $0.10 per share), to Regional.
        We claim an exemption from registration under Rule 506 of the Securities
        Act of
        1933, as amended.
  53
  
 In
        January 2007, our Board of Directors granted an aggregate of 1,000,000 warrants
        to purchase shares of our common stock at an exercise price of $0.10 per
        share,
        to our legal counsel, David M. Loev. The warrants will expire if unexercised
        three years from the date such warrants were granted.
 
 On
        January 2, 2007, our Board of Directors agreed to issue two of our employees
        an
        aggregate of 125,000 shares of our restricted common stock in consideration
        for
        services rendered to us in connection with the sale of our products.
 
 On
        January 2, 2007, we agreed to issue an individual an aggregate of 125,000
        shares
        of our restricted common stock in consideration for that individual referring
        certain investors to us.
 
 On
        January 2, 2007, our Board of Directors voted to appoint Everett Poe as our
        Executive Vice President and Tim Vance, a Director of us as our Chief Operating
        Officer effective January 3, 2007. Mr. Vance accepted the appointment and
        has
        served as our Chief Operating Officer since January 3, 2007, and Mr. Poe
        declined the appointment to serve as our Executive Vice President.
 
 Effective
        January 15, 2007, we entered into a Warrant Amendment Agreement (the “Warrant
        Amendment”) with Everett Poe, our Vice President of Sales, which amended the
        terms of our June 1, 2006 Warrant Agreement (the “Warrant”) entered into with
        Mr. Poe. The Warrant Amendment amended the terms of Mr. Poe’s original Warrant,
        to allow Mr. Poe the ability to transfer the Warrant; provided that Mr. Poe
        would immediately vest all of the 500,000 Warrants (previously, he was to
        vest
        1/3 of the Warrants upon the expiration of each year he remained employed
        by
        us); and provided Mr. Poe a cashless exercise provision in connection with
        the
        exercise of the Warrant.
 
 On
        January 17, 2007, our Board of Directors approved the grant of an aggregate
        of
        3,900,000 options to certain of our employees, Directors and officers, which
        options are exercisable for three years from the date they were granted and
        are
        exercisable for shares of our common stock at an exercise price of $0.10
        per
        share. The options were granted to the following individuals in the following
        amounts:
 
 ·
              750,000
                  options to James Tevis, our
                  employee;
 ·
              1,250,000
                  options to Tim Vance, our Chief Operating Officer and
                  Director;
 ·
              400,000
                  options to Jim Vance, our employee;
 ·
              500,000
                  options to Larry Mosley, our Chief Financial Officer and Director;
                  and
 ·
              2,000,000
                  options to James Ammons, our Chief Executive Officer and
                  Director.
 
 On
        February 27, 2007, our Board of Directors approved the grant of an aggregate
        of
        1,500,000 options to purchase shares of our common stock to Everett Poe,
        an
        employee, which options are exercisable for three years from the date they
        were
        granted for an exercise
        price of $0.10 per share. On February 27, 2007, our Board of Directors also
        approved the issuance of 1,000,000 shares of common stock to Mr.
        Poe.
  54
 **ITEM
          13. EXHIBITS**
 
 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 Mast10.17*
                David Loev Warrant Agreement10.18*
                Warrant
                  Amendment Agreement with Everett Poe10.19*
                Option
                  Agreement with James Ammons10.20*
                Option
                  Agreement with Larry Mosley10.21*
                Option
                  Agreement with James Vance10.22*
                Option
                  Agreement with Timothy Vance10.23*
                Option
                  Agreement with James Tevis10.24*
                Option Agreement
                    with Everett Poe31.1*
                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.
 55
  (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.
 
 b)
          REPORTS ON FORM 8-K
 
 We
          have
          not filed any reports on Form 8-K.
 
 
 **ITEM
          14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**
 
 AUDIT
          FEES
  The
          aggregate fees billed for each of the fiscal years ended December 31, 2006
          and
          2005, for professional services rendered by the Company's principal independent
          accountant, Bassie & Company, for the review of the Company’s quarterly
          financial statements and the audit of the Company’s annual financial statements
          included in the Company’s Form SB-2 Registration Statement, and amendments
          thereto and for services that are normally provided by the accountant in
          connection with statutory and regulatory filings or engagements for those
          fiscal
          years was $27,000 and $14,000, respectively.
 
 AUDIT
          RELATED FEES
 
 None.
 
 TAX
          FEES
 
 None.
 
 ALL
          OTHER
          FEES
 
 None.
 
  56
  **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.
 
 By:
          /s/ James Ammons April 2 ,
          2007
 James
          Ammons,
 Chief
          Executive Officer,
 President,
          Secretary
 and
          Treasurer
 
 By:
          /s/ Larry Mosley April 2 ,
          2007
 Larry
          Mosley,
 Chief
          Financial Officer
 and
          Principal Accounting Officer
 
 In
          accordance with the Exchange Act, this report has been signed below by
          the
          following persons on behalf of the registrant and in the capacities and
          on the
          dates indicated.
 
 **SIGNATURE**
                  
                  **TITLE**
                  **DATE**/s/
                      James Ammons
                  
                  Chief
                      Executive Officer,
                  April
                      2, 2007James
                      Ammons
                  
                  President,
                      Secretary,Treasurer
                      and Director/s/
                      Larry Mosley
                  
                  Chief
                      Financial Officer,Larry
                      Mosley
                  
                  Principal
                      Accounting Officer,and
                      Director
                  April
                      2, 2007/s/
                      Tim Vance
                  
                  Chief
                      Operating Officer
                  April
                      2, 2007Tim
                      Vance
                  
                  and
                      Director
   57