UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549___________________**FORM 10-K/A**________________________________ ýANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the year ended December 31,
2010   ̈TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
         to  Commission
file number 333-131948 DATA CALL
TECHNOLOGIES, INC.(Exact Name Of Registrant
As Specified In Its Charter) Nevada
    30-0062823(State of Incorporation)
    (I.R.S. Employer Identification No.)600
    Kenrick, Suite B-12, Houston, TX
    77060(Address of Principal Executive Offices)
    (ZIP Code) Registrant's
Telephone Number, Including Area Code: (832) 230-2376 **Securities
Registered Pursuant to Section 12(g) of The Act: Common Stock, $0.001** Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. YesxNo ̈Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant's knowledge, in the definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈ On December 31,
2010, the aggregate market value of the 65,544,600 shares of common stock held by
non-affiliates of the registrant was approximately $1,310,892 based on the asked price of
the Registrants common stock on December 31, 2010. On December 31, 2010, the
Registrant had 99,382,100 shares of common stock outstanding. Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer(as
defined in Rule 12b-2 of the Exchange Act)or a smaller
reporting company. Large accelerated
    filer  ̈
    Accelerated filer  ̈
    Non-Accelerated
    filer  ̈
    Smaller reporting
    companyx Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).Yes ̈Nox




TABLE OF CONTENTS Item
    ____
    Description
       _________
    Page
    ____**PART I**ITEM 1.
    DESCRIPTION OF
    BUSINESS
    3ITEM 1A.
    RISK
    FACTORS RELATED TO OUR BUSINESS
    6ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS
    10ITEM 2.
    DESCRIPTION OF
    PROPERTY
    10ITEM 3.
    LEGAL PROCEEDINGS
    10ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS**PART II**ITEM 5.
    MARKET
    FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
    10ITEM 6.
    SELECTED
    FINANCIAL DATA
    11ITEM 7.
    MANAGEMENT'S
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
    12ITEM 7A.
    QUANTITATIVEAND
    QUALITATIVE DISCLOSURE ABOUT MARKET RISK
    13ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA
    14ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    24ITEM 9A.
    CONTROLS AND
    PROCEDURES
    24ITEM 9B.
    OTHER INFORMATION
    24******PART III**ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
    24ITEM 11.
    EXECUTIVE
    COMPENSATION
    26ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    26RELATED
    SHAREHOLDER MATTERSITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
    27ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES
    27ITEM 15.
    EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES
    28




PART I

Cautionary Statement regarding Forward-Looking Statements


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


Data Call Technologies, Inc. was incorporated under the laws of the
State of Nevada as Data Call Wireless on April 4, 2002 and is sometimes referred to herein
as "we", "us", "our", "Data Call" or the
"Company". On March 1, 2006, we changed our name to Data Call Technologies, Inc.

Our mission is to integrate cutting-edge information/content delivery
solutions currently deployed by the media and make this content rapidly available to and
within the control of our retail and commercial clients.  The Company's software
and services put its clients in control of real-time, news, and other content, including
emergency alerts, displayed within one building as well as to thousands of local, regional
and national clients, through Digital Signage and Kiosk networks.

Our business plan is to focus on growing our client base by continued
offering of real-time information/content, seeking to continually improve the delivery,
security and variety of information/content to the Digital Signage and Kiosk community,
while developing a similar offering for smart phones through the app community.
OVERVIEW

What Is Digital Signage?


Plasma and LCD displays are rapidly replacing printed marketing
materials such as signs and placards, as well as the old fashioned whiteboard, for product
and corporate branding, marketing and assisted selling. The appeal of instantly updating
product videos and promotional messages on one or a thousand remotely located displays is
driving the adoption of this exciting marketing tool. Digital signage presentations are
typically comprised of repeating loops of information used to brand, market or sell the
owners products and services. But once seen, this information becomes repetitive and
the viewer tunes it out, resulting in low retention of the clients message. As
digital signage comes of age, the dynamic characteristic of the presentation
has taken center stage Dynamic being fresh, relevant, updated content.
Digital Signage Comes of Age


Digital signage is coming of age and DataCall Technologies has been
there from the start. Five years ago, a company wanting to take the digital signage plunge
was faced with a myriad of hardware and software companies, all offering their own
vision of what digital signage should be. They were given the tools of digital
signage, but were left pretty much left to their own devices as to what to build. Those
companies that took the early plunge where then faced with the fact that no one had come
before them to show the rights and wrongs, the dos and donts of content development.
But, even at this early stage of the game, DataCall recognized that these pioneers of
digital signage lacked a key component that would become an integral part of any
successful implementation-active content.

In the years since those early days of digital signage, the market has
taken care of weeding out the weaker providers of hardware and software. Companies now
have a clearer understanding of what digital signage is, what is needed for a successful
implementation and the best use of content space given their more-defined and attainable
goals. In the past three years, as the cost of platforms, supporting infrastructure and
displays has fallen dramatically; digital signage has become more accessible to a wider
range of companies while the growing Kiosk market has cross-pollenated with Digital
Signage. And those combined companies are realizing that the initial, one-time cost of
getting into the game is far outweighed by the cost of staying in the game, in the form of
ongoing content development. As the cost of deployment decreased, companies began focusing
on attention-grabbing content. Whether the goal of the presentation was product branding,
marketing or assisted selling, content became king. Active content is on everyones
needs list because it is proven to draw customers to the core message and keep
customers engaged throughout the presentation, And DataCall stands ready to serve this
exploding market.
The Need for Speed--Active Content


Active content is that part of a digital signage presentation that is
constantly updated with timely and relevant information. For instance, a typical
presentation may contain ten 15-second loops that provide the primary message of the
presentation, but the active dynamic content, such as that provided by DataCall, is
updated with new information throughout the day. Those seeking to add active and dynamic
content to their digital signage presentations are advised to employ DataCalls
integrated content rather than shoehorning broadcast content into their digital signage
presentation.

However, by integrating DataCalls active content alongside their
presentations, companies can provide the entertainment content so necessary in dwell-time
retention without disrupting the core message of the presentation. Information categories
provided by DataCall include news, weather, sports, financial data and the latest traffic
alerts, amongst others. With such a broad range of offerings, companies have access to the
active and dynamic content they need, regardless of the market they are addressing.
DataCall Opportunities


The opportunities for DataCall in the digital signage industry are
countless. Many companies nowadays would outsource all or part of their content creation.
DataCall stands ready as their outsourced provider of active content data. Whether
its general entertainment information (news, sports, stocks, etc.) or
location-targeted active content (weather, traffic, etc), research is validating the
long-held assumption that it is active content that draws viewers to digital signage and
keeps them engaged throughout the presentation.

Over the past six years, DataCall has worked with the industry leaders
in digital signage to develop the data formats and communication methods to allow
DataCalls active content to be easily integrated into their hardware and software
products.
Partners, Not Customers


DataCalls approach to customer relations is to not accumulate
customers, but to build partnerships. Each DataCall partner is as unique as the digital
signage market they service, and each has their own requirements for active content. In
developing active content for digital signage, DataCall identified three factors that had
to be addressed - reliability, objectivity and ease of implementation. To address the
reliability requirement, DataCall opted to license information from the leaders that
create news, weather, sports and financial data rather than scrapping
information from the Internet (which can be illegal) or pulling RSS feeds (which may come
and go at the providers whim). Licensing data from these providers also satisfied
the second requirement, objectivity. The Internet is as littered of slanted opinions and
hidden agendas as there are users of the Internet, So arbitrarily allowing these
news sources to go unchecked into DataCalls active content was
completely unacceptable. Finally, the third requirement, ease of implementation, was
address by both DataCalls licensing of data and the method by which it was
disseminated to their partners.

DataCall understood that digital signage and Kiosk implementers had
larger issues to tackle than the multitude of licenses that would need to be managed and
the varying formats of the source data to be dealt with if active content was obtained
from multiple vendors. DataCall offers a one stop shop for all of their active
content requirements covered by a single license. Ease of implementation also would
require that the multiple formats of all DataCalls data providers be distilled into
a single format. Because active content may be displayed in a multitude of ways (banners,
tickers, scrolls or artistically integrated with the overall presentation), DataCall
produced a set of common data layouts in the industry-standard XML (extensible markup
language) format. Many partners find these formats to be easily integrated into their
products, but in several cases, DataCall has produced customized data formats to the exact
requirements of their partners. This customization ensures the highest level of reliable
and ease of integration possible.

Market demand, opportunity and technology converge at a single point in
time, and DataCall is there. Digital signage platforms are evolving to meet mass market
requirements, costs for hardware and software are falling to the point of becoming
commodities and the markets for digital signage are clarifying through historical trial
and error.
Business Operations


We currently offer our Direct Lynk Messenger service to customers
through the Internet. The Direct Lynk Messenger Service is a Digital Signage product and
real-time information service which provides a wide range of up-to-date information for
display. The Direct Lynk Messenger service is able to work concurrently with customers'
existing digital signage systems.

Digital Signage is still 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 networked flat LCD or Plasma screens to market their
services and products on site to their clients and customers in real time. Additionally,
because Digital Signage advertising takes place in real time, businesses can change their
marketing efforts at a moments notice. We believe this real time advertising better allows
companies to tailor their advertising to individual customers, and thereby advertise and
sell inventory which appeals to those individual customers, thereby increasing sales and
revenues. Benefits to Digital Signage compared to regular print or video advertising
include, being able to immediately change a digitally displayed image or advertisement
depending on the businesss current clients and customers, and not getting locked
into print advertising days or months in advance, which may become stale or obsolete prior
to the advertising date of such print advertising.

Data Call specializes in allowing its clients to create their own
Digital Signage dynamic content feeds delivered,via the Internet, to digital display
devices (plasma, LCD, Jumbotron, Kiosks etc.) at their establishments. The only
requirements our clients must have are 1) a supported third party digital signage or Kiosk
solution, or similar device, which receives the data from our servers via the Internet,
and displays the content on digital displays and 2) an Internet connection. The Direct
Lynk System is supported by various third party systems, varying in cost from $350 to
$5,000, such as those marketed by 3M Digital Signage, BroadSign, ChyTV, Hughes, Key West
Technologies, Coolsign, Scala, and Cisco amongst others.

The Direct Lynk System allows customers to select from the
pre-determined data and information services described below,. The client may choose which
individual locations and which displays they would like to receive our feeds based on how
their digital signage network is configured.

The current types of data and information, for which a client is able
to subscribe to through the Direct Lynk System include:

-
    Headline News top world and
    national news headlines;-
    Business News top business
    headlines;-
    Financial Highlights world-based
    financial indicators;-
    Entertainment News top
    entertainment headlines;-
    Health/Science News top
    science/health headlines;-
    Quirky News Bits latest off-beat
    news headlines;-
    Sports Headlines top sports
    headlines;-
    Latest Sports Lines - latest sports
    odds for NFL, NBA, NHL, NCAA Football and NCAA Basketball;-
    National Football League latest
    game schedule, and in-game updates;-
    National Basketball Association -
    latest game schedule, and in-game updates;-
    Major League Baseball - latest game
    schedule, and in-game updates;-
    National Hockey League - latest
    game schedule, and in-game updates;-
    NCAA Football - latest game
    schedule, and in-game updates;-
    NCAA Men's Basketball - latest game
    schedule, and in-game updates;-
    Professional Golf Association top
    10 leaders continuously updated throughout the four-day tournament;-
    NASCAR top 10 race positions
    updated every 20 laps throughout the race;-
    Major league soccer;-
    Traffic Mapping;-
    Animated Doppler Radar and Forest
    Maps;-
    Listings of the day's horoscopes;-
    Listings of the birthdays of famous
    persons born on each day;-
    Amber alerts;-
    Listings of historical events which
    occurred on each day in history; and-
    Localized Traffic and Weather
    Forecasts.In addition to the above information categories and the
client-generated messages, we may, at our discretion, include a Public Service
Announcement, third-party advertisement (for additional revenue streams) and/or a Data
Call tag line to our streaming text advertising in the future.

Material Contracts


On September 6, 2006, we entered into a two-year renewable services
agreement with 3M Digital Signature, pursuant to which we agreed to supply 3M the use of
our Direct Lynk Messenger technology. Pursuant to the agreement, all materials made
available to us by 3M in connection with the services we will provide will remain the
property of 3M. This contract has since been renewed for the years 2010 and 2011.

In September 2007, we entered into a three-year auto renew agreement
with a platform developer, Leightronix, a company which manufactures head end hardware and
software for use on PEG channels, which allows us to transfer our Direct Lynk System feeds
to head ends equipped with the Leightronix product through Leightronix servers.

In March 2008 we entered into an annual agreement with various annual
purchase orders through out 2009 and 2010 to provide our Direct Lynk System feeds to York
Telecoms network of digital signage through out digital signage deployements within
the Social Security Administrtion offices across the U.S.
Dependence On One Or A Few Customers


At December 31, 2010 we had over 1,000 customers who pay to subscribe
to our Direct Lynk System, We also have several companies which are testing the Direct
Lynk System, and expect that several of them may become future customers. We are dependent
upon three major customers, which include: Leightronix, Inc., Zero in Media, LLC and York
Telecom. During 2010, our three largest customers accounted for over 50% of our revenues.
Employees


At December 31, 2010, we had 5 full time employees. Depending upon our
level of our growth, we expect that we will be required to hire additional personnel in
the areas of sales and marketing, software design, research and development, etc.
Estimate Of The Amount Spent On Research And Development Activities


Since our inception in April 2002, the majority of our expenditures
have been on research and development of our Direct Lynk Messenger System, including
software and hardware development and testing. The amount spent on this research and
development since inception through December 31, 2010 is approximately $2,000,000.
ITEM 1A. RISK
FACTORS RELATED TO OUR BUSINESS.


Investing in our common stock will provide an investor with an equity
ownership interest. Shareholders will be subject to risks inherent in our business. The
performance of our shares will reflect the performance of our business relative to, among
other things, general economic and industry conditions, market conditions and competition.
The value of the investment may increase or decrease and could result in a loss. An
investor should carefully consider the following factors as well as other information
contained in this annual report on Form 10-K.

This annual report on Form 10-K also contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in the forward-looking statements as a result of many
factors, including the risk factors described below and the other factors described
elsewhere in this Form 10-K.
We require additional financing to continue our business plan


Additional financing is expected to be required in 2011, but there can
be no assurance that such financing will be available at terms and conditions acceptable
to the Company.  Further, there can be no assurance that unforeseen events, such
as the length of time necessary to generate increasing market acceptance of our Direct
Lynk System, or any unexpected material increased development costs, or the general
economy in the markets where we offer our Direct Lynk System, may result in an inability
to secure necessary additional financing at satisfactory terms and conditions, if at all.
Since inception, we have been dependent upon financing raised through the sale of
restricted shares of our common stock to support our operations. We expect that we will be
required to raise additional funding through the issuance of restricted shares of our
common stock, but there can be no assurance that we will be able to raise sufficient
capital in a timely manner to continue our business plan at anticipated levels of growth.

We do not have any commitments or identified sources of additional
capital from third parties or from our officers, directors or principal shareholders.
There is no assurance that additional financing will be available on favorable terms in
the future, if at all or that our Direct Lynk System will generate sufficient revenues in
order for us to continue to grow our operations. If we are unable to raise additional
financing in a timely manner, it would have a material adverse effect upon our ability to
fully implement our business plan and/or to continue with our current level of operations.
We face minimal competition


We face minimal competition in our efforts to market our Direct Lynk
System. Many of our competitors are as well-established as Data Call and may possess far
greater financial, technical, human and other resources than does the Company. We must
compete against many companies in fragmented, highly competitive markets. Our Direct Lynk
System competes principally on the basis of the following factors: product quality and
ability to custom design content to a customers specifications; and price.
Competitive pressures, and other factors could cause us additional difficulties in
acquiring a sufficient number of customers and generating a level of subscription sales to
grow and become profitable, of which there can be no assurance.
Lack of patent and proprietary information protection


We have no patents, patent applications, trademarks, trademark
applications or licenses covering our Direct Lynk System. We may choose to file patent
applications in the future, if our management believes it is in our best interests. In the
event that our Direct Lynk System infringes the patent or proprietary rights of others, we
may be required to modify our process or obtain a license. There can be no assurance that
we would be able to do so in a timely manner, upon acceptable terms and conditions or at
all. The failure to do so would have a material adverse effect on our business. In
addition, there can be no assurance that we will have the financial or other resources
necessary to prosecute or defend a patent infringement or proprietary rights action.
Moreover, if any of our products infringe patents or proprietary rights of others, we
could, under certain circumstances, become liable for damages, which could have a material
adverse effect on our operations and financial condition.
We rely on key management personnel


We are highly dependent upon the services and efforts of key management
personnel including: Timothy Vance, our Chief Executive Officer, Chief Operating Officer
and Director; and James Tevis our Chief Technology Officer. Our ability to operate and
implement our business plan is heavily dependent upon the continued service of Messrs.
Vance and Tevis, as well as our ability to attract, retain and motivate other qualified
personnel. Messrs. Vance and Tevis entered into three-year employment contracts on October
1, 2005, which expired October 1, 2008. We are currently in the process of negotiating new
employment agreements with Vance and Tevis. The loss of Messrs. Vance or Tevis, or our
inability to hire and retain qualified sales and marketing, software engineers and
management personnel would have a material adverse effect on our business and operations
and would likely result in a decrease in the value of our securities.
We are highly dependent upon our ability to successfully market Direct
Lynk System to subscribers


We are dependent on the abilities of our sales and marketing
department, which currently consists of 4 persons, to continue to generate subscriptions
for our Direct Lynk System and to broaden our customer base. While the number of paying
subscribers for our Direct Lynk System increased at December 31, 2010 compared to December
31, 2009, there can be no assurance that our sales and marketing department will be able
to continue to achieve market acceptance for our Direct Lynk System and increase our
customer base to a level that will permit profitable operations. If our sales and
marketing department is unable to continue to generate new customers and attract trial
customers to test our Direct Lynk System and experience what we believe are our advantages
and learn of their potential uses, we may not be able to generate sufficient revenues to
continue with planned research and development on new products and improve our current
products.
Potential future government regulation of the Internet may adversely
affect our business


We are dependent upon the Internet in connection with our business
operations and the delivery of content for our Direct Lynk System. The United States
Federal Communications Commission (the "FCC") does not currently regulate
companies that provide services over the Internet, as it does common carriers or
tele-communications service providers. Notwithstanding the current state of the FCC's
rules and regulations, the potential jurisdiction of the FCC over the Internet is broad
and if the FCC should determine in the future to regulate the Internet, our operations, as
well as those of other Internet service providers, could be adversely. Compliance with
future government regulation of the Internet could result in increased costs and because
of our limited resources, it would have a material adverse effect on our business
operations and operating results and financial condition.
We are dependent on the security of the Internet to serve our
customers; any security breaches or other Internet difficulties could adversely affect our
business


Because we offer the majority of our services through our Internet
website (www.datacalltech.com), the secure transmission of confidential information over
public networks is a critical element of our operations. A party who is able to circumvent
security measures ( hacker) could misappropriate proprietary information or cause
interruptions in our operations. If we are unable to prevent unauthorized access to our
users' information and transactions, our customer relationships could be irreparably
harmed. Although we currently have in place security measures that we feel are adequate to
protect our business and those of our customers, these measures may not prevent future
security breaches. Additionally, heavy stress placed on our systems could cause our
systems to fail or cause our systems to operate at speeds unacceptable to our users, in
which event we could lose customers and experience a material impact on our financial
condition.
We must rely on other companies to maintain the Internet infrastructure
if we hope to be successful


Our future success depends, in large part, on other companies
maintaining the Internet system infrastructure, including maintaining a reliable network
backbone that provides adequate speed, data capacity and security. If the Internet
continues to experience anticipated significant growth in the number of users, frequency
of use and amount of data transmitted, as well as the number of malicious viruses and
worms introduced onto the Internet by hackers and others, the infrastructure of the
Internet may be unable to support the demands placed on it at any particular time or from
time-to-time. Because we rely heavily on the Internet and our limited capital, any
disruption of the Internet could adversely affect us to a greater degree than our
competitors and other users of the Internet.
Our website and systems are hosted by a third party and we are
vulnerable to disruptions or other events that are beyond our control


Our website and systems are hosted by a third party. We are dependent
on our systems ability to stream information over the Internet to customers. If our
systems fail or become unavailable, it would harm our reputation, result in a loss of
current and potential future customers and could cause us to breach existing agreements.
Our success depends, in part, on the performance, reliability and availability of our
services, which in turn are dependent on our third-party provider. Our systems and
operations could be damaged or interrupted by fire, flood, power loss, telecommunications
failure, Internet breakdown, break-in, earthquake and similar events. We would face
significant damage as a result of these events. For these reasons, we may be unable to
develop or successfully manage the infrastructure necessary to meet current or future
demands for reliability and scalability of our systems, which would have a negative impact
on our business and financial conditions.
Our software could contain bugs or be compromised by viruses which
could cause interruption of our services and negatively affect our ability to continue to
develop our reputation


Our Direct Lynk System uses sophisticated software which could be found
to contain bugs or could be compromised by viruses. While we have not experienced any
material bugs or viruses to date, if such event could occur, such event(s) could be costly
for us to identify and repair, and until such bugs or viruses, if any, are fixed, they
could cause interruptions in our service, which could cause our reputation to decline
and/or cause us to lose clients.
Our auditors have expressed a concern about our ability to continue as
a going concern


Our auditors, in our audited financial statements expressed a concern
about our ability to continue as a going concern. We had negative working capital of
$204,001 and an accumulated deficit of $8,893,404 as of December 31, 2010, and have
generated limited revenues to date. These factors raise substantial doubt as to whether we
will be able to continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of liabilities that might be
necessary should we be unable to continue as a going concern.
**RISK FACTORS RELATED TO MARKET OF OUR COMMON STOCK**

Market prices of our equity securities can fluctuate significantly


The market prices of our common stock may change significantly in
response to various factors and events beyond our control, including the following:

- the other risk factors described in this Form 10-K;
- changing demand for our products and services and ability to develop and generate
sufficient revenues;
- any delay in our ability to generate operating revenue or net income;
- general conditions in markets we operate in;
- general conditions in the securities markets;
- issuance of a significant number of shares, whether for compensation under employee
stock options, conversion of debt, potential acquisitions, additional financing or
otherwise.
There is only a limited trading market for our common stock


Our Common Stock is subject to quotation on the NASD Bulletin Board.
There has only been limited trading activity in our common stock. There can be no
assurance that a more active trading market will commence in our securities as a result of
the increasing operations of Data Call. Further, in the event that an active trading
market commences, there can be no assurance as to the level of any market price of our
shares of common stock, whether any trading market will provide liquidity to investors, or
whether any trading market will be sustained.

State blue sky registration; potential limitations on resale of our
securities


Our common stock, the class of the Companys securities that is
registered under the Exchange Act, has not been registered for resale under the Securities
Act of 1933 or the "blue sky" laws of any state. The holders of such shares and
persons who desire to purchase them in any trading market that might develop in the
future, should be aware that there may be significant state blue-sky law restrictions upon
the ability of investors to resell our securities. Accordingly, investors should consider
the secondary market for the Company's securities to be a limited one.

It is the intention of the management to seek coverage and
publication of information regarding the Company in an accepted publication which permits
a manual exemption. This manual exemption permits a security to be distributed in a
particular state without being registered if the Company issuing the security has a
listing for that security in a securities manual recognized by the state. However, it is
not enough for the security to be listed in a recognized manual. The listing entry must
contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet,
and (3) a profit and loss statement for either the fiscal year preceding the balance sheet
or for the most recent fiscal year of operations. Furthermore, the manual exemption is a
nonissuer exemption restricted to secondary trading transactions, making it unavailable
for issuers selling newly issued securities.

Most of the accepted manuals are those published in Standard and
Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance
Reports, and many states expressly recognize these manuals. A smaller number of states
declare that they "recognize securities manuals" but do not specify the
recognized manuals. The following states do not have any provisions and therefore do not
expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana,
Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Dividends unlikely on our common stock


We do not expect to pay dividends for the foreseeable future. The
payment of dividends, if any, will be contingent upon our future revenues and earnings,
capital requirements and general financial condition. The payment of any dividends will be
within the discretion of our board of directors. It is our intention to retain all
earnings for use in our business operations and accordingly, we do not anticipate that the
Company will declare any dividends in the foreseeable future.
Compliance with Penny Stock Rules


Our securities will initially be considered a "penny stock"
as defined in the Exchange Act and the rules thereunder, since the price of our shares of
common stock is less than $5. Unless our common stock is otherwise excluded from the
definition of "penny stock," the penny stock rules apply with respect to that
particular security. The penny stock rules require a broker-dealer prior to a transaction
in penny stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the SEC that provides information about penny stocks and
the nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its sales person in the transaction, and monthly
account statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules require that the broker-dealer, not otherwise
exempt from such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser's written agreement to the
transaction. These disclosure rules have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny stock
rules. So long as the common stock is subject to the penny stock rules, it may become more
difficult to sell such securities. Such requirements, if applicable, could additionally
limit the level of trading activity for our common stock and could make it more difficult
for investors to sell our common stock.
Shares eligible for future sale


As of December 31, 2010, the Registrant had 99,382,100 shares of common
stock issued and outstanding of which 34,755,350 shares are "restricted" as that
term is defined under the Securities Act, and in the future may be sold in compliance with
Rule 144 under the Securities Act. Rule 144 generally provides that a person holding
restricted securities for a period of six months may sell every three months in brokerage
transactions and/or market-maker transactions an amount equal to the greater of one (1%)
percent of (a) the Company's issued and outstanding common stock or (b) the average weekly
trading volume of the common stock during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares without any quantity
limitation by a person who has not been an affiliate of the Company during the three
months preceding the sale and who has satisfied a two-year holding period. However, all of
the current shareholders of the Company owning 5% or more of the issued and outstanding
common stock are subject to Rule 144 limitations on selling.
The Nevada Revised Statutes and our articles of incorporation authorize
to issue additional shares of common stock and shares of preferred stock, which preferred
stock having such rights, preferences and privileges as our board of directors shall
determine


Pursuant to our Articles of Incorporation, as amended and restated, we
have authorized capital stock of 200,000,000 shares of common stock and 10,000,000 shares
of preferred stock. As of the December 31, 2010, we have 99,382,100 shares of common stock
issued and outstanding and no shares of preferred stock issued and outstanding. Our Board
of Directors has the ability, without shareholder approval, to issue a significant number
of additional shares of common stock without shareholder approval, which if issued would
cause substantial dilution to our then common shareholders. Additionally, shares of
preferred stock may be issued by our Board of Directors at their sole discretion and
without shareholder approval, in such classes and series, having such rights, including
voting rights and super-majority voting rights, and such preferences and relative,
participating, optional or other special rights, powers and privileges as determined by
our Board of Directors from time-to-time. If shares of preferred stock are issued by our
Board of Directors having super-majority voting rights, or having conversion rights to
convert their preferred stock into a number of shares of common stock at a ratio of
greater that one-for-one, holders of our common stock would be subject to dilution that
may be significant.
Our officers and directors do not own a majority of our issued and
outstanding shares of common stock and as a result we could experience a change in control


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

**ITEM 1B.
UNRESOLVED STAFF COMMENTS.**

None.
ITEM 2. DESCRIPTION OF
PROPERTY.


Effective October 1, 2010, we entered into a one-year lease for our
principal offices consisting of approximately 2,240 square feet located at 600 Kenrick,
Suite B-12, Houston, Texas 77060, with  The Khoshbin L.P., an unaffiliated
third-party. The lease provides for a monthly rental of $1,164.
ITEM 3. LEGAL PROCEEDINGS.


None.
ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS.


None. **PART II** **ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.** **Market
Information** Our common stock is
currently quoted on the OTCQB under the symbol DCLT, an inter-dealer automated quotation
system for equity securities not included on The Nasdaq Stock Market. Quotation of the
Company's securities on the OTCQB limits the liquidity and price of the Company's common
stock more than if the Company's shares of common stock were listed on The Nasdaq Stock
Market or a national exchange. For the periods indicated, the following table sets forth
the high and low bid prices per share of common stock. The below prices represent
inter-dealer quotations without retail markup, markdown, or commission and may not
necessarily represent actual transactions. Fiscal 2010
    
    Fiscal 2009
    
    Fiscal 2008High
    
    Low
    
    High
    
    Low
    
    High
    
    LowFirst
    Quarter ended March 31
    
    $
    0.03
    
    $
    0.007
    
    $
    0.026
    
    $
    0.005
    
    $
    0.10
    
    $
    0.03Second Quarter ended June 30
    
    $
    0.02
    
    $
    0.005
    
    $
    0.023
    
    $
    0.006
    
    $
    0.11
    
    $
    0.03Third Quarter ended September 30
    
    $
    0.015
    
    $
    0.002
    
    $
    0.035
    
    $
    0.01
    
    $
    0.05
    
    $
    0.02Fourth Quarter ended December 31
    
    $
    0.015
    
    $
    0.002
    
    $
    0.025
    
    $
    0.01
    
    $
    0.02
    
    $
    0.01As of December 31,
2010, our shares of common stock were held by approximately 176 stockholders of record.

**Dividends**

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

**Securities
Authorized for Issuance Under Equity Compensation Plans** No equity
compensation plan or agreements under which our common stock is authorized for issuance
has been adopted during the fiscal year ended December 31, 2010.  **Recent Sales Of Unregistered Securities** **Date**
    **Title**
    **Shares
    Issued/to be Issued**
    **Persons**
    **Cash or Non Cash Consideration**01/25/08
    Common
    400,000
    JMW Investments, LLC
    For Services provided valued at $20,00002/18/08
    Common
    800,000
    International Monetary
    For Services provided valued at $72,00002/18/08
    Common
    1,000,000
    John E. Nelson
    Private sale at $0.05 per share02/21/08
    Common
    200,000
    The Taurus Beneficial Fund
    Private sale at $0.05 per share02/22/08
    Common
    1,000,000
    Ammon Wengerd
    Private sale at $0.05 per share02/22/08
    Common
    200,000
    Don Armstrong
    Private sale at $0.05 per share09/17/09
    Common
    500,000
    John W. Nelson
    Private sale at $0.05 per share09/22/09
    Common
    125,000
    John W. Nelson
    For services provided valued at at $0.02 per share The Company believes that the issuances and sale of the
restricted shares were exempt from registration pursuant to Section 4(2) of the Act as
privately negotiated, isolated, non-recurring transactions not involving any public
solicitation. The recipients in each case represented their intention to acquire the
securities for investment only and not with a view to the distribution thereof.
Appropriate restrictive legends are affixed to the stock certificates issued in such
transactions. This offering was done with no general solicitation or advertising by the
Registrant. The investors in the 2008, 2008 and 2010 private placements were business
acquaintances of management and and the private sale transactions were negotiated between
the investors and management individually. All recipients of restricted shares either
received adequate information about the Company or had access, through employment,
relation and/or business relationships with the Company to such information. Based on an
analysis of the above factors, the Registrant has met the requirements to qualify this
offering and sale for exemption under Section 4(2) of the Securities Act of 1933. **ITEM
6. SELECTED FINANCIAL DATA.** **Operating Results Data:**
    
    **2010**
    
    **2009**Revenues
    $
    450,345
    $
    474,620Net loss
    
    (341,844)
    
    (166,051)Net loss per basic common shareholder
    
    (0.00)
    
    (0.00)Basic weighted average common shares
    
    99,382,100
    
    83,393,100**Financial Position Data:**Total assets
    
    90,912
    
    105,409Total liabilities
    
    283,525
    
    213,797Stockholders' equity (deficit)
    
    (192,613)
    
    (108,388)




**ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATION.** We believe that we can continue our business operations for
approximately the next three (3) months, assuming expenses do not increase significantly.
The Company has implemented cost management measurements to reduce monthly expenditures.
Our current rate of monthly expenditures is approximately $32,000. We will continue these
efforts to streamline operations, as we focus on increasing sales and gross revenues over
the next twelve months. We currently have no plans to increase the number of employees.
However, as new opportunities present themselves, we may find it necessary to bring human
resources on staff to accommodate the preparations for those opportunities. We do not
currently have any plans to increase our monthly expenditures or number of employees. We
estimate the Company will generate revenues in excess of $600,000 in 2011. 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 2009 and hope to
build and increase such subscribers moving forward. However, as of the date of this
filing, we have generated only limited revenues through paying subscriptions for the
Direct Lynk System, and we can provide no assurances that we will generate any meaningful
revenues in the future, that we will be successful in marketing our Direct Lynk System to
potential customers. If we are unable to generate sufficient revenues to support our
operating expenses moving forward, we may be forced to scale back our marketing efforts
(please see "Risk Factors" above for more detailed descriptions of these and
other risks to which we are subject). The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 7 to the financial
statements, the Company has limited capital. Successful development and marketing of the
Companys products and the procurement of additional financing is necessary for the
Company to continue as a going concern. These factors raise substantial doubt about the
Companys ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty. THE YEAR ENDED DECEMBER 31, 2010 COMPARED TO THE YEAR ENDED DECEMBER 31,
2009 We had $450,345 of sales revenue for the year ended December 31, 2010,
compared to sales revenue of $474,620 for the year ended December 31, 2009, a decrease in
sales revenue of $24,275 or 5.4% from the prior period. We generate revenues through
subscription fees received in connection with our Direct Lynk System. In accordance with
accounting regulations, we have deferred $68,674 which will be distributed in addition to
our normal revenue flow in 2011. We had total costs of sales for the year ended December 31, 2010 of
$101,940 compared to total costs of sales of $86,714 for the year ended December 31, 2009,
which resulted in a gross margin of $348,405 for the year ended December 31, 2010,
compared to a gross margin of $387,906 for the year ended December 31, 2009, a decrease in
gross margin of $35,501 from the prior year, which decrease was due to increased cost of
sales of our server hosting which included the cost of additional servers and bandwidth
necessary for anticipated new applications. Cost of sales as a percentage of sales was 23% for the year ended
December 31, 2010, compared to 18% for the year ended December 31, 2009. As we gain more
customers and enter into more service agreements, we anticipate our cost of sales will
decrease further as we expect to take advantage of economies of $690,249 for the year
ended December 31, 2010, compared to total expenses of $553,957 for the year ended
December 31, 2009, an increase in expenses of $136,292 or 20% from the prior period. The
increase in expenses was mainly due to increased product development costs, increase
professional fees and increase advertising and marketing expenses. We had a net loss of $341,844 for the year ended December 31, 2010,
compared to a net loss of $166,051 for the year ended December 31, 2009, an increase due
to higher costs compared to the prior year. **LIQUIDITY AND CAPITAL RESOURCES** We had current assets of $79,524 as of December 31, 2010, which
consisted of $23,052 in cash, $26,472 in accounts receivable and $30,000 in prepaid
expenses, compared to total current assets of $84,134 which consisted of $37,531 in cash,
$16,603 in accounts receivable and $30,000 in prepaid expenses, as of December 31, 2009, a
decrease of $4,610 in current assets from December 31, 2009. We had total assets of $90,912 as of December 31, 2010 as compared to
$105,409, as of December 31, 2009, which consisted of current assets of $79,524, total
property and equipment (net of accumulated depreciation) of $6,133, which included high
end flat screen televisions, computers and software equipment responsible for running our
Direct Lynk System which is stored in our Houston office; and other assets of $5,255,
which included our deposit on our Houston office space. We had total liabilities of$283,525 as of December 31, 2010 as compared
to $213,797 as of December 31, 2009, an increase of $69,728 (32%) consisting of accounts
payable of $35,069 and $127,782 in accrued salaries. We had a negative working capital of
$129,663 and an accumulated deficit of $8,551,560 as of December 31, 2009. We used $52,176 of cash in our operating activities for the year ended
December 31, 2010, which was mainly due to a net loss of $341,844 of shares that were
issued to our consultants and employees in connection with services rendered, $117,500 in
compensation for stock options and warrants, $77,782 in amortization of deferred
stock-based compensation, accrued salaries of $68,674 and depreciation and amortization
costs of $89,973. We had only limited investing activities in the amount of $2,303 in
2010. We investested in additions to PP&E. Financing activities for the year ended
December 31, 2010, representing proceeds from the sale of 800 shares of our preferred
stock pursuant to a private placement offering and $40,000 in proceeds. 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. **ITEM
7A. QUANTITATIVEAND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.** We have not entered
into, and do not expect to enter into, financial instruments for trading or hedging
purposes.




**ITEM 8.FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA.** **DATA CALL
TECHNOLOGIES, INC.** **Financial Statements:** Report of Independent Registered Public Accounting Firm
    15Balance Sheets - December 31,
    2010 and 2009
    16Statements of
    Operations -Years ended December 31, 2010 and 2009
    17Statements
    of Stockholders Equity - Years ended December 31, 2010and 2009
    18Statements of Cash
    Flows - Years ended December 31, 2010and 2009
    19Notes
    to Financial Statements
    20




**ABBM Group Ltd LLP** 12941 Interstate 45 N., Ste. 422
Houston, Texas 77060 P: 281-873-5005
F: 281-873-5383  Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Data Call Technologies: We have audited the accompanying balance sheet of Data Call
Technologies, Inc. (the Company) as of December 31, 2010 and 2009, and related statements
of operations, stockholders equity, and cash flows for the years ended December 31,
2010 and 2009. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. The Company is not required to have, nor
were we engaged to perform an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Companys internal
control over financial reporting. Accordingly we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our
opinion. In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Data Call Technologies, Inc.
as of December 31, 2010 and 2009, and the results of its operations and its cash flows for
the years ended December 31, 2010 and 2009, in conformity with accounting principles
generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 8 to the financial
statements, the Company has limited capital. Successful development and marketing of the
Companys products and procurement of additional financing is necessary for the
company to continue as a going concern. These factors raise substantial doubt about the
Companys ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty. ABBM Group Ltd LLP Houston, Texas
April 6, 2011




**DATA
    CALL TECHNOLOGIES, INC.****Balance Sheets**December 31, 2010 and 2009Assets****
    
    **2010**
    
    **2009**Current assets:Cash
    $
    23,052
    $
    37,531Accounts receivable
    
    26,472
    
    16,603Prepaid expenses
    
    30,000
    
    30,000Total
    current assets
    
    79,524
    
    84,134Property and equipment
    
    121,176
    
    118,872Less accumulated
    depreciation and amortization
    
    115,043
    
    102,852Net
    property and equipment
    
    6,133
    
    16,020Other assets
    
    5,255
    
    5,255Total assets
    $
    90,912
    $
    105,409Liabilities and Stockholders' Equity (Deficit)Current
    liabilities:Accounts payable
    
    35,059
    
    29,086Accrued
    salaries
    
    124,782
    
    134,711Deferred revenue
    
    68,674
    
    -Short-term note payable to shareholder
    
    55,000
    
    50,000Total current liabilities
    
    283,525
    
    213,797Total liabilities
    
    213,797
    
    213,797Stockholders' equity:Preferred stock, $.001 par value. Authorized 10,000,000 shares:Series A 12% Convertible - 800,000 shares issued and outstandingat December 31, 2010 and none at December 31, 2009
    
    800
    
    -Common stock, $.001 par
    value. Authorized 200,000,000 shares:99,382,100 shares issued and outstanding at December
    31, 2010,85,882,100 shares issued and outstanding at December
    31, 2009
    
    99,382
    
    83,213Additional paid-in capital
    
    8,683,108
    
    8,127,680Accumulated
    deficit
    
    (8,893,404)
    
    (8,385,509)(110,114)
    
    (174,616)Deferred stock compensation
    
    (82,499)
    
    (153,613)Total stockholders' equity
    (deficit)
    
    (192,613)
    
    (328,229)Total liabilities and
    stockholders' equity
    $
    90,912
    $
    64,412The accompanying notes are an integral part of these
    financial statements.




**DATA CALL TECHNOLOGIES, INC.****Statements of Operations**Years ended December 31, 2010 and 2009**2010**
    
    **2009**RevenuesSales
    $
    450,345
    $
    474,620Cost of sales
    
    101,405
    
    86,714Gross
    margin
    
    348,405
    
    387,906Operating expenses:Employee compensation
    
    338,329
    
    327,871Legal and accounting
    
    141,043
    
    140,226Product development
    costs
    
    52,091
    
    1,091Travel
    
    17,805
    
    5,621Office and equipment
    rental
    
    16,764
    
    14,974Office supplies and
    expenses
    
    8,644
    
    10,940Telephones and
    utilities
    
    19,067
    
    20,334Advertising and
    marketing
    
    28,285
    
    11,071Other
    
    56,030
    
    4,601Depreciation and
    amortization expense
    
    12,191
    
    17,228Total
    operating expenses
    
    690,249
    
    553,957Net loss before income taxes
    
    (341,844)
    
    (166,051)Provision for income taxes
    
    -
    
    -Net loss
    $
    (341,844)
    $
    (166,051)Net loss per common share - basic and diluted:Net loss applicable to common shareholders
    $
    (0.00)
    $
    (0.00)Weighted average common shares:Basic and Diluted
    
    99,382,100
    
    83,393,100The accompanying notes are an integral part of these
    financial statements.




**DATA CALL
    TECHNOLOGIES, INC.****Statements
    of Stockholders' Equity**Years
    ended December 31, 2010 and 2009**Common Stock**
    
    **Additional**
    
    **Accumulated**
    
    **Unearned**
    
    **Stockholders' equity****shares**
    
    **amount**
    
    **paid in capital**
    
    **deficit**
    
    **compensation**
    
    **(deficit)**Balance, December 31, 2008
    83,213,100
    $
    83,213
    $
    8,127,680
    $
    (8,385,509)
    $
    (153,613)
    $
    (328,229)Issuance of common shares underprivate placement
    500,000
    
    500
    
    24,500
    
    -
    
    -
    
    25,000Stock-based compensation expense
    125,000
    
    125
    
    2,375
    
    -
    
    -
    
    2,500Transfer of redeemable common stock to equity
    2,044,000
    
    2,044
    
    202,356
    
    
    
    
    
    204,400Amortization of deferred stock compensation
    -
    
    -
    
    -
    
    -
    
    103,332
    
    103,332Compensation for stock options and warrants
    -
    
    -
    
    50,660
    
    -
    
    -
    
    50,660Net loss
    -
    
    -
    
    -
    
    (166,051)
    
    -
    
    (166,051)Balance, December 31, 2009
    85,882,100
    $
    85,882
    $
    8,407,571
    $
    (8,551,560)
    $
    (50,281)
    $
    (108,388)Stock-based compensation expense
    13,500,000
    
    13,500
    
    253,200
    
    -
    
    (110,000)
    
    157,500Amortization of deferred stock compensation
    -
    
    -
    
    -
    
    -
    
    77,782
    
    77,782Compensation for stock options and warrants
    -
    
    -
    
    22,337
    
    -
    
    -
    
    22,337Net loss
    -
    
    -
    
    -
    
    (341,844)
    
    -
    
    (341,844)Balance, December 31, 2010
    99,382,100
    $
    99,382
    $
    8,683,108
    $
    (8,893,404)
    $
    (82,499)
    $
    (192,619)The accompanying notes are an
    integral part of these financial statements.




**DATA
    CALL TECHNOLOGIES INC.****Statements
    of Cash Flows**Years
    ended December 31, 2010 and 2009**2010**
    
    **2009**Cash flows from operating activities:Net loss
    $
    (341,844)
    $
    (166,051)Adjustments to reconcile net loss
    to net cash used in operating
    activities:Depreciation and
    amortization of property and equipment
    
    12,191
    
    17,228Stock-based compensation
    related to restricted stock award
    
    -
    
    2,500Amortization of deferred
    stock-based compensation
    
    100,119
    
    103,332Compensation for stock
    options and warrants
    
    117,500
    
    50,660(Increase) decrease in operating assets:Accounts receivable
    
    (9,869)
    
    903Prepaid expenses
    
    -
    
    (30,000)Increase (decrease) in operating
    liabilities:Accounts payable
    
    10,983
    
    (46,447)Accrued salaries
    
    58,746
    
    22,003Net cash used in operating activities
    
    (52,176)
    
    (45,872)Cash flows
    from investing activitiesCapital expenditure for equipment
    
    (2,303)
    
    (568)Net cash used in investing activities
    
    (2,303)
    
    (568)Cash flows
    from financing activities:Proceeds from issuance of common shares under private placement
    
    40,000
    
    25,000Proceeds from short-term borrowing from
    shareholder
    
    -
    
    50,000Net cash provided by financing activities
    
    40,000
    
    75,000Net increase (decrease) in cash
    
    (14,479)
    
    28,560Cash at
    beginning of year
    
    37,531
    
    8,971Cash at
    end of year
    $
    23,052
    $
    37,531The
    accompanying notes are an integral part of these financial statements.




**DATA CALL TECHNOLOGIES, INC.Notes to Financial Statements**December 31, 2010 and 2009  (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.  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. We believe all of our receivables are fully collectable.  Property, Equipment and Depreciation Property and equipment are recorded at cost less
accumulated depreciation. Upon retirement or sale, the cost of the assets disposed of and
the related accumulated depreciation are removed from the accounts, with any resultant
gain or loss being recognized as a component of other income or expense. Depreciation is
computed over the estimated useful lives of the assets (3-5 years) using the straight-line
method for financial reporting purposes and accelerated methods for income tax purposes.
Maintenance and repairs are charged to operations as incurred.  Advertising Costs The cost of advertising is expensed as incurred.  Research and Development Research and development costs are expensed as incurred.  Product Development Costs Product development costs consist of cost incurred to
develop the Company's website and software for internal and external use. All product
development costs are expensed as incurred.  Income Taxes The Company is a taxable entity and recognizes deferred
tax assets and liabilities for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured using enacted
tax rates expected to be in effect when the temporary differences reverse. The effect on
the deferred tax assets and liabilities of a change in tax rates is recognized in income
in the year that includes the enactment date of the rate change. A valuation allowance is
used to reduce deferred tax assets to the amount that is more likely than not to be
realized.  Management's Estimates and Assumptions The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses. Actual results could differ from these
estimates.  Earnings (Loss) Per Share The basic net loss per common share is computed by
dividing the net loss by the weighted average number of shares outstanding during a
period. Diluted net loss per common share is computed by dividing the net loss, adjusted
on an as if converted basis, by the weighted average number of common shares outstanding
plus potential dilutive securities. For the years ended December 31, 2010 and 2009,
potential dilutive securities that had an anti-dilutive effect were not included in the
calculation of diluted net loss per common share. These securities include options and
warrants to purchase shares of common stock.  Stock-based Compensation The Company sometimes grants shares of stock for goods
and services and in conjunction with certain agreements. These grants are accounted for
under ASC 718 (formerly referred to as FASB Statement No. 123R), "Accounting for
Stock-Based Compensation" based on the grant date fair values.  Fair Value of Financial Instruments The Company estimates the fair value of its financial
instruments using available market information and appropriate valuation methodologies.
However, considerable judgment is required in interpreting market data to develop the
estimates of fair value. Accordingly, the Company estimates of fair value are not
necessarily indicative of the amounts that the Company could realize in a current market
exchange. The use of different market assumption and/or estimation methodologies may have
a material effect on the estimated fair value amounts. The interest rates payable by the
Company on its notes payable approximate market rates. The Company believes that the fair
value of its financial instruments comprising accounts receivable, notes receivable,
accounts payable, and notes payable approximate their carrying amounts.  New Pronouncements In June 2009, the FASB issued SFAS No. 167, Amendments
to FASB Interpretation No. 46(R), which is effective for us beginning January 1,
2010. This Statement amends Financial Accounting Standards Board Interpretation (FIN)
No. 46(R), Consolidation of Variable Interest Entities an interpretation of ARB
No. 51, to require revised evaluations of whether entities represent variable
interest entities, ongoing assessments of control over such entities, and additional
disclosures for variable interests. We believe the adoption of this pronouncement will not
have a material impact on our financial statements. In February 2008, the FASB issued FSP FAS 157-2, Effective
Date of FASB Statement No. 157,which delays the effective date of SFAS
No. 157 for us to January 1, 2009, for all nonfinancial assets and nonfinancial
liabilities, except for items that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). We believe the adoption of
the delayed items of SFAS No. 157 will not have a material impact on our financial
statements. In December 2007, the FASB issued SFAS No. 141(R), Business
Combinations, which replaces SFAS No. 141. The statement retains the fundamental
requirements in SFAS No. 141 that the acquisition method of accounting (previously
referred to as the purchase method of accounting) be used for all business combinations,
but requires a number of changes, including changes in the way assets and liabilities are
recognized as a result of business combinations. It also requires the capitalization of
in-process research and development at fair value and requires the expensing of
acquisition-related costs as incurred. In April 2009, the FASB issued FSP FAS 141(R)-1
which amends SFAS No. 141(R) by establishing a model to account for certain
pre-acquisition contingencies. Under the FSP, an acquirer is required to recognize at fair
value an asset acquired or a liability assumed in a business combination that arises from
a contingency if the acquisition-date fair value of that asset or liability can be
determined during the measurement period. If the acquisition-date fair value cannot be
determined, then the acquirer should follow the recognition criteria in SFAS No. 5, Accounting
for Contingencies,and FASB Interpretation No. 14, Reasonable Estimation of
the Amount of a Loss  an interpretation of FASB Statement No. 5.SFAS
No. 141(R) and FSP FAS 141(R)-1 are effective for us beginning January 1, 2010, and
will apply prospectively to business combinations completed on or after that date. The
impact of the adoption of SFAS No. 141(R) and FSP FAS 141(R)-1 will depend on the
nature of acquisitions completed after the date of adoption. Management has reviewed these new standards and believes
that they have no impact on the financial statements of the Company at this time; however,
they may apply in the future.  (2) Related Party Transactions There were no related party transactions in 2010 and
2009. **(3) Prepaids** The Company entered into a contract on March 20, 2009
with PrioServ and agreed to pay $150,000 and 2,500,000 shares of stock for the client
base, information technology, corporate knowledge and infrastructure related to
Proservs existing operations. Completion of this contract was anticipated to occur
in 2009, but has been delayed due to lack of funding. Both parties have agreed to extend
the agreement indefinitely and consummate it whenever funds become available. (4) Property and Equipment Major classes of property and equipment together with
their estimated useful lives, consisted of the following: **December
    31****Years**
    
    **2010**
    
    **2009**Equipment
    3-5
    $
    92,680
    $
    90,376Office
    furniture
    7
    
    20,483
    
    20,483Leasehold
    improvements
    3
    
    8,013
    
    8,013121,176
    
    118,872Less accumulated
    depreciation and amortization
    
    
    (115,043)
    
    (102,852)Net property and
    equipment
    
    $
    6,133
    $
    16,020 (5) Income Taxes


A reconciliation of income taxes at the federal statutory rate to
amounts provided for the years ended December 31, 2010 and 2009 is as follows: **December
    31****2010**
    
    **2009**Tax
    expense/(benefit) computed at statutory rate for continuing operations
    $
    (119,645)
    $
    (56,000)Tax effect (benefit) of operating
    loss carryforwards
    
    119,645)
    
    56,000Tax expense/(benefit) for
    continuing operations
    $
    -
    $
    - The Company has current net operating loss carryforwards in excess of
$8,893,404 as of December 31, 2010, to offset future taxable income, which expire 2029.

Deferred taxes are determined based on the temporary differences
between the financial statement and income tax bases of assets and liabilities as measured
by the enacted tax rates, which will be in effect when these differences reverse. The
components of deferred income tax assets are as follows: **December
    31****2010**
    
    **2009**Deferred tax
    assets:
    $
    
    $Net operating loss
    
    3,248,000
    
    2,907,000Total deferred
    tax asset
    
    3,248,000
    
    2,907,000Valuation
    allowance
    
    (3,248,000)
    
    (2,907,000)Net deferred
    asset
    $
    -
    $
    - At December 31, 2010, 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 on October 31, 2010. Future minimum lease payments under the operating lease
are as follows:
**Year
    December 31,**
    
    **Amount**2011
    
    11,648$
    11,648(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 99,382,100 shares were issued and outstanding at December 31, 2010,
and 13,500,000 shares were reserved for issuance pursuant to the exercise of outstanding
stock options and warrants as of December 31, 2010.

The following table summarizes information about options and warrants
outstanding at December 31, 2010 and 2009: **Shares**
    
    **Weighted
    Average Exercise Price December 31, 2010**
    
    **Shares**
    
    **Weighted
    Average Exercise Price December 31, 2009**Outstanding at
    beginning of year
    17,600,000
    $
    .10
    
    17,600,000
    $
    .10Granted
    -
    
    -
    
    -
    
    -Exercised
    -
    
    -
    
    -
    
    -Canceled
    -
    
    .10
    
    -
    
    -Outstanding at
    end of year
    17,600,000
    $
    .10
    
    17,600,000
    $
    .10Weighted average
    fair value of options andwarrants granted
    during the period
    N/A
    
    N/A
    
    N/A
    $
    N/AExercisable
    at end of year
    17,600,000
    $
    .10
    
    17,600,000
    
    .10 Stock-based compensation is composed of the following for the years
ended December 31, 2010 and 2009: **2010**
    
    **2009**Stock-based
    compensation at fair value
    $
    117,500
    $
    2,500Cancellation of
    previously issued shares
    
    -
    
    -Options and
    warrants
    
    22,337
    
    50,660Amortization of
    deferred compensation
    
    77,782
    
    103,332Total
    stock-based compensation expense
    $
    217,619
    $
    156,492 (8) Going Concern The Company is a 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.  (9) Commitments and Contingencies The Company received an informal
claim from a former officer who resigned from of his position with the Company in 2003.
The officer claims that the Company owes him an unresolved amount of 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. The Company currently
also has an unresolved dispute with a former consultant. The Company has recorded this
expense, but is perusing the possibilities of partial recovery.




**ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.** None. **ITEM 9A.
CONTROLS AND PROCEDURES.** Evaluation of Disclosure Controls and Procedures
Evaluation of disclosure controls and procedures. As of December 31, 2010, the
Company's chief executive officer and chief financial officer conducted an evaluation
regarding the effectiveness of the Company's disclosure controls and procedures (as
defined in Rules 13a-15(e) or 15d-15(e) under the  Exchange Act. Based upon the
evaluation of these controls and procedures, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures were effective as
of the end of the fiscal year 2010.
Managements Annual Report on Internal Control Over Financial Reporting


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

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

Management has assessed the effectiveness of our internal control over financial
reporting as of December 31, 2010. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control-Integrated Framework. Based on our assessment and those criteria, we
have concluded that our internal control over financial reporting was effective as of
December 31, 2010.

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


There were no changes in our internal control over financial reporting or in other
factors identified in connection with the evaluation required by paragraph (d) of Exchange
Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter ended December 31, 2010
that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting. **ITEM 9B.
OTHER INFORMATION.**

None.

**PART III**

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

The following table sets forth the name, age and position of each of our Directors and
executive officers. Our officers and Directors are as follows: **Name**
    **Age**
    **Position**Jim Ammons
    58
    Chairman of the BoardTimothy Vance
    44
    Chief Executive Officer and DirectorLarry Mosley
    60
    Chief Financial Officer and Director
 JIM AMMONS - Jim
Ammons,
a co-founder, has been a board member since June of 2003 and was previously the
Companys Chief Executive Officer since our inception. From January 2000 through
January 2001 Mr Ammons was a consultant for QVS Wireless Corporation. Prior to his
consulting, Mr. Ammons was highly respected as a Hotel/F&B director in the Hospitality
Sector. Effective January 1, 2006, we entered into a five year renewable employment
contract with Mr. Ammons, as described below under Employment Agreements. Mr.
Ammons works full time for Data Call. **TIMOTHY VANCE -**CHIEF EXECUTIVE OFFICER AND DIRECTOR Timothy Vance, a co-founder, 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. From
January 2000 through January 2001 Mr. Vance was employed at QVS Wireless Corporation,
where his employment consisted of general office duties. On 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. **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. Our Directors are elected annually and hold office until our annual
meeting of the shareholders and until their successors are elected and qualified. Officers
will hold their positions at the pleasure of the Board of Directors, absent any employment
agreement. There are no family relationships among our officers and Directors. Our
officers and Directors may receive compensation as determined by us from time to time by
vote of the Board of Directors. Such compensation might be in the form of stock options.
Vacancies in the Board are filled by majority vote of the remaining Directors. Directors
may be reimbursed by us for expenses incurred in attending meetings of the Board of
Directors. EMPLOYMENT AGREEMENTS Effective October 1, 2005, we entered into employment agreements with
Timothy Vance to serve as our Director of Customer Support and Larry Mosley to serve as
our Chief Financial Officer. On February 13, 2006, we entered into Addendums to those
agreements, to change the effective date of such agreements from October 1, 2005, to
January 1, 2006. The employment agreements have a term of three years and are renewable
for successive one-year terms at the mutual acceptance of us and each executive. Mr.
Mosley is entitled to receive a salary of $75,000 per year that he is employed under his
agreement and Mr. Vance is entitled to receive a salary of $80,000 per year that he is
employed under his agreement. Additionally, both Mr. Vance and Mr. Mosley are entitled to
reimbursement for business expenses incurred in connection with their employment, not to
exceed $500, without our prior approval. Additionally, Mr. Vance and Mr. Mosley are
entitled to up to $500 per month to be used for car payments on a car to be used in
connection with employment under the employment agreements. While under their employment agreements, Messer's Vance and Mosley are
entitled to receive a salary of $80,000 and $75,000 per year, respectively, the full
amount of these salaries have not been paid to Messer's Vance and Mosley to date, and the
majority of such salaries is being accrued by Data Call until such time as Data Call has
sufficient resources and revenues to pay such salaries (and accrued and unpaid amount). Additionally, under the executive employment agreements, we agreed to
indemnify and hold harmless the executives, their nominees and/or assigns against any and
all losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses and disbursements (incurred in any and all actions, suits, proceedings and
investigations in respect thereof and any and all legal and other costs, expenses and
disbursements in giving testimony or furnishing documents in response to a subpoena or
otherwise), including without limitation, the costs, expenses and disbursements, as and
when incurred, of investigating, preparing or defending any such action, suit, proceeding
or investigation that is in any way related to their employment with us (whether or not in
connection with any action in which they are a party). Such indemnification does not apply
to acts performed by the executives, which are criminal in nature or a violation of law. The executive employment agreements terminate: (a) in the event the executive suffers an injury, illness, or incapacity
of such character as to prevent him from performing his duties without reasonable
accommodation for a period of more than thirty (30) consecutive days upon us giving at
least thirty (30) days written notice of termination to him; (b) upon the death of the executive; c) at any time because of, (i) the
conviction of executive of an act or acts constituting a felony or other crime involving
moral turpitude, dishonesty or theft or fraud; or (ii) his gross negligence in the
performance of his duties hereunder; or (d) additionally, the executive may terminate his
employment for "good reason" by giving us ten (10) days written notice if: (i)
he is assigned, without his express written consent, any duties materially inconsistent
with his positions, duties, responsibilities, or status with us, or a change in his
reporting responsibilities or titles as in effect as of the date hereof; (ii) his
compensation is reduced; or (iii) we do not pay any material amount of compensation due
hereunder and then fail either to pay such amount within the ten (10) day notice period
required for termination hereunder or to contest in good faith such notice. In the event Mr. Vance's or Mr. Mosley's employment is terminated under
(a) through (d) above, either of them is entitled to all compensation earned by him
through the date of his termination. Additionally, Mr. Vance may be terminated at any time
without cause, provided that we pay him a one-time lump sum payment payable within 30 days
of his termination without cause of the total amount of salary remaining to be paid under
his employment agreement. Mr. Mosley cannot be terminated without cause. Mr. Ammons employment agreement provides that Mr. Ammons may be provided
a car allowance by us, not to exceed $600 per month. In consideration for Mr. Ammons
entering into his employment agreement, we agreed to grant him options to purchase
3,000,000 shares of our common stock at $0.10 per share. The options vested immediately
upon Mr. Ammons entry into his employment agreement, and expire on February 8, 2011. The
options also contain a cashless exercise provision, whereby Mr. Ammons can pay for the
exercise of the options in shares of our common stock. **ITEM 11. EXECUTIVE
COMPENSATION.**  The following table sets forth information concerning the
total compensation that we have paid or that has accrued on behalf of our chief executive
officer and other executive officers with annual compensation exceeding $100,000 during
the fiscal years ending December 31, 2010, 2009 and 2008. **Summary Compensation Table****Long
    Term****Annual
    Compensation**
    **Compensation
    Awards *****Other**
    **Restricted**
    **Securities****Annual**
    **Stock**
    **Underlying**
    **Total****Salary**
    **Bonus**
    **Compensation**
    **Award(s)**
    **Options**
    **Compensation****Name and
    Principal Position (a)**
    
    **Year**
    **($)**
    **($)**
    **($)**
    **($)**
    **($)**
    **($)**Tim Vance, CEO, COO (1)
    
    2010
    75,000
    ---
    ---
    ---
    ---
    75,0002009
    75,000
    ---
    ---
    ---
    ---
    75,0002008
    67,002
    ---
    10,500
    ---
    ---
    77,502James Ammons, (2), Chairman
    
    2010
    75,000
    ---
    ---
    ---
    ---
    75,0002009
    75,000
    ---
    ---
    ---
    ---
    75,0002008
    78,000
    ---
    19,500
    ---
    ---
    97,500Larry Mosley, CFO and Director (3)
    
    2010
    8,500
    ---
    ---
    ---
    ---
    8,5002009
    9,375
    ---
    ---
    ---
    ---
    9,3752008
    31,125
    ---
    25,125
    ---
    ---
    56,250 *Estimated. The individuals listed above have not received
any LTIP payouts or nonqualified deferred compensation earnings, over the past three
completed fiscal years as compensation from us. Salary amounts listed above do not include
perquisites and other personal benefits in amounts less than $10,000. (a) Other than the individuals listed above, we have no
other executive employees who have received more than $100,000 in compensation, including
bonuses and options, during each of the last three (3) fiscal years. 
(1) In June 2008, Timothy E. Vance was appointed CEO of the Registrant
(2) In February 2006, we entered into a five year employment agreement with Mr. Ammons,
which is to pay him $120,000 for the fiscal year ended 2006, and increase by 5% for each
of the additional four years of the agreement. Mr. Ammons' employment agreement, including
provisions which take effect upon Mr. Ammons termination, is described in greater detail
under "Directors, Executive Officers and Control Persons," above.
(3) Mr. Mosley has served as our Chief Financial Officer since October 11, 2004. He
entered into a three year employment agreement with us, with an effective date of October
1, 2005, which effective date was subsequently changed to January 1, 2006 pursuant to an
addendum to the employment agreement entered into on February 14, 2006. **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT AND RELATED STOCKHOLDER MATTERS.** The following table
  sets forth information regarding the beneficial ownership of our common stock as of
  December 31, 2010. The information in this table provides the ownership information for:
  each person known by us to be the beneficial owner of more than 5% of our common stock;
  each of our directors; each of our executive officers; and our executive officers and
  directors as a group.Beneficial
  ownership has been determined in accordance with the rules and regulations of the SEC and
  includes voting or investment power with respect to the shares. Unless otherwise
  indicated, the persons named in the table below have sole voting and investment power with
  respect to the number of shares indicated as beneficially owned by them.
  **Name of Beneficial Owner**
      ****
      **Common Stock Beneficially Owned (1)**
      ****
      **Percentage of Common Stock  Owned (1)**James
      Ammons, Chairman
      
      14,650,000(2)
      
      17.06%600
      Kenrick, Suite 12-BHouston,
      TX 77060Milford and Ruth Mast
      
      11,016,000(3)(4)
      
      12.83%466 N. Manor Rd.Elverson, PA 19520Timothy Vance, CEO, COO and Director
      
      3,600,000(5)
      
      4.19%600 Kenrick, Suite B-12Houston, Texas 77060Larry Mosley, CFO and Director
      
      2,087,500
      
      2.43%600 Kenrick, Suite B-12Houston, Texas
      77060Director
      and Officer (3 person)
      
      20,337,500(2)(5)(7)
      
      23.68%(1) Applicable
  percentage ownership is based on 99,382,100 shares of common stock outstanding as of
  December 31, 2010. Beneficial ownership is determined in accordance with the rules of the
  Securities and Exchange Commission and generally includes voting or investment power with
  respect to securities. Shares of common stock that are currently exercisable or
  exercisable within 60 days of December 31, 2010 are deemed to be beneficially owned by the
  person holding such securities for the purpose of computing the percentage of ownership of
  such person, but are not treated as outstanding for the purpose of computing the
  percentage ownership of any other person.(2) Includes 5,000,000 options to purchase shares of our common
  stock at an exercise price of $0.10 per share.
  (3) Includes 3,000,000 shares held by an unincorporated entity, Regional Marketing Co.,
  which is controlled by Milford Mast
  (4) Milford and Ruth Mast are deemed to beneficially own the shares of common stock held
  by each other since they are husband and wife.
  (5) Includes 1,250,000 options to purchase shares of our common stock at an exercise price
  of $0.10 per share.
  (6) Includes 500,000 options to purchase shares of our common stock at an exercise price
  of $0.10 per share
  **ITEM 13. CERTAIN
  RELATIONSHIPS AND RELATED TRANSACTIONSAND DIRECTOR INDEPENDENCE.**
  None.
  **ITEM 14. PRINCIPAL ACCOUNTANT FEES
  AND SERVICES.**
  Independent
  Public Accountants
  Our
  auditor, ABBM Group Ltd LLP (formerly John A. Braden & Company, P.C.
  ("JABCO)) has served as the Companys independent registered public
  accountants for the fiscal year 2010 and 2009.
  Principal
  Accounting Fees
  The following table presents the fees for professional audit services rendered byABBM Group Ltd LLP
  and JABCOfor the audit of the Registrant's
  annual financial statements for the years ended December 31, 2010and 2009, and fees billed for other
  services rendered byABBM Group Ltd LLP
  and JABCOduring those periods.
  Year Ended
      
      Year EndedDecember
      31, 2010
      
      December
      31, 2009Audit fees
      (1)
      $
      18,713
      $
      18,713Audit-related fees (2)
      
      ---
      
      ---Tax fees
      (3)
      
      ---
      
      ---All other fees
      
      ---
      
      ---(1) Audit fees consist of
      audit and review services, consents and review of documents filed with the SEC.(2) Audit-related fees
      consist of assistance and discussion concerning financial accounting and reporting
      standards and other accounting issues.(3) Tax fees consist of
      preparation of federal and state tax returns, review of quarterly estimated tax payments,
      and consultation concerning tax compliance issues.**ITEM 15.EXHIBITS
  AND FINANCIAL STATEMENT SCHEDULES.**
  (a) The
  exhibits listed below are filed as part of this annual report.
  3.1(1)
      Articles of Incorporation3.2(1)
      Certificate of Amendment to Articles of Incorporation3.3(2)
      Amended and Restated Articles of Incorporation3.4(1)
      Amended Bylaws10.1(1)
      James Ammons Employment Agreement10.2(1)
      James Ammons Option Agreement10.3(1)
      Larry Mosley Employment Agreement10.4(1)
      Addendum to Larry Mosley's Employment Agreement10.5(1)
      Tim Vance Employment Agreement10.6(1)
      Addendum to Tim Vance's Employment Agreement10.7(3)
      Agreement with United Press International, with exhibits10.8(2)
      Data Call Technologies, Inc. Office Space Lease10.9(3)
      Content Licensing Agreement with plan b media/Mindmatics,
      LLC10.10(3)
      First Amendment to Content Licensing Agreement with
      Mindmatics, LLC10.11(3)
      Agreement with Traffic.com (which we have not received a
      signed copy of from Traffic.com)10.12(4)(5)
      Reseller Agreement with Texas Digital Systems, Inc.10.13(3)
      Sample Reseller Agreement (substantially similar to the
      reseller agreements entered into with certain companies as described herein)10.14(5)
      Letter of Intent with Ariamedia Corporation10.15(4)(5)
      Services Agreement with 3M Company10.16
      Debt Conversion Agreement with Milford Mast, filed with
      the Form 10-KSB for the year 200610.17
      David
      Loev Warrant Agreement, filed with the
      Form 10-KSB for the year 200610.18
      Warrant Amendment Agreement with Everett Poe, filed with
      the Form 10-KSB for the year 200610.19
      Option Agreement with James Ammons, filed with the Form
      10-KSB for the year 200610.20
      Option Agreement with Larry Mosley, filed with the Form
      10-KSB for the year 200610.21
      Option Agreement with James Vance, filed with the
      Form 10-KSB for the year 200610.22
      Option Agreement with Timothy Vance, filed with the Form
      10-KSB for the year 200610.23
      Option Agreement with James Tevis, filed with the Form
      10-KSB for the year 200610.24
      Option Agreement with Everett Poe, filed with the
      Form 10-KSB for the year 200631.1
      Certificate of the Chief Executive Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith31.2
      Certificate of the Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith32.1
      Certificate of the Chief Executive Officer to Section 906
      of the Sarbanes-Oxley Act of 2002, filed herewith32.2
      Certificate of the Chief Financial Officer to Section 906
      of the Sarbanes-Oxley Act of 2002, filed herewith(1) Filed
      as exhibits to our Form SB-2 Registration Statement filed with the Commission on February
      21, 2006, and incorporated herein by reference.
      (2) Filed as exhibits to our amended Form SB-2 Registration Statement filed with the
      Commission on June 29, 2006, and incorporated herein by reference.
      (3) Filed as exhibits to our amended Form SB-2 Registration Statement filed with the
      Commission on August 18, 2006, and incorporated herein by reference.
      (4) Certain portions of these documents are incorporated by reference herein
       (which portions have been replaced by "X's") have been omitted in
      connection with a request for Confidential Treatment as submitted to the Commission.
      (5) Filed as exhibits to our amended Form SB-2 Registration Statement filed with the
      Commission on October 26, 2006, and incorporated herein by reference.**SIGNATURES**
  In
  accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report
  to be signed on its behalf by the undersigned, thereunto duly authorized.
  **SIGNATURE**
      
      **TITLE**
      
      **DATE**/s/ Tim
      Vance
      
      Chief
      Executive Officer and Director
      
      January 4,
      2012Tim Vance/s/ Larry
      Mosley
      
      Chief
      Financial Officer and Director
      
      January 4,
      2012Larry
      Mosley