UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended JUNE 30, 2005      Commission File Number: 0-5111




                       PROTOCALL TECHNOLOGIES INCORPORATED
--------------------------------------------------------------------------------
         (Exact name of small business issuer specified in its charter)


            NEVADA                                   41-2033500
--------------------------------------------------------------------------------
(State or other jurisdiction             (I.R.S. Employer Identification No.)
      of incorporation)


                      47 MALL DRIVE, COMMACK, NY 11725-5717
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (631) 543-3655
--------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)
--------------------------------------------------------------------------------



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

Indicate by checkmark whether the Registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of August 15, 2005, there were 27,500,666 shares of Common Stock outstanding.

Transitional Small Business Disclosure Format. Yes [ ] No [X]

<PAGE>


              PROTOCALL TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


<S>                                                                                      <C>                   <C>

                                                                                                                   DECEMBER 31,
                                                                                            JUNE 30, 2005              2004
                                                                                         ------------------    --------------------
                                                                                             (UNAUDITED)             (AUDITED)
ASSETS
Current assets:
    Cash                                                                                 $          991,682    $      2,133,223
    Accounts receivable, net                                                                         59,418              64,301
    Inventory                                                                                        43,489              21,919
                                                                                         ------------------    --------------------
         Total current assets                                                                     1,094,589           2,219,443

Property and equipment, net                                                                         819,281           1,067,819
Other Assets                                                                                        179,581             219,211
                                                                                        -------------------    --------------------

         TOTAL ASSETS                                                                   $         2,093,451    $      3,506,473
                                                                                        ===================    ====================

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
    Accounts payable                                                                     $          474,004    $        418,514
    Accrued expenses                                                                                627,871             500,132
    Notes payable to officers/stockholders                                                            7,927              18,802
    Accrued salaries - officers/stockholders                                                        438,833             587,407
    Other liabilities                                                                                27,030              30,750
    Current portion of obligations under capital leases                                             500,642             361,990
    Net liabilities of discontinued operations                                                      208,902             224,463
                                                                                         ------------------    --------------------
          Total current liabilities                                                               2,285,209           2,142,058

Net liabilities of discontinued operations, less current portion                                     60,272              64,138
Obligations under capital leases, less current portion                                              341,063             648,151
Other notes payable - related parties, including accrued interest                                   512,640             502,759
                                                                                         ------------------    --------------------

          Total liabilities                                                                       3,199,184           3,357,106
                                                                                         ------------------    --------------------

 Commitments and contingencies

Stockholders' (deficit) equity:
    Common stock, $0.001 par value, 100,000,000 shares authorized, 27,500,666 issued and
       outstanding at June 30, 2005 and 25,383,710 at December 31, 2004                              27,501              25,383
    Additional paid-in capital                                                                   34,796,625          33,381,197
    Deferred sales fee, net                                                                        (246,068)           (287,648)
    Stock subscription receivable                                                                      --                (6,665)
    Accumulated deficit                                                                         (35,683,791)        (32,962,900)
                                                                                         -------------------   --------------------

          Total stockholders' (deficit) equity                                                   (1,105,733)            149,367
                                                                                         -------------------   --------------------

          TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY                           $        2,093,451    $      3,506,473
                                                                                         ===================   ====================

</TABLE>





See notes to condensed consolidated financial statements


                                                                 1
<PAGE>


              PROTOCALL TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>

<S>                                                     <C>                  <C>                 <C>                <C>

                                                              SIX MONTHS ENDED JUNE 30,             THREE MONTHS ENDED JUNE 30,
                                                        -----------------------------------      ----------------------------------
                                                                2005                 2004                   2005              2004
                                                        -----------------------------------      ----------------------------------
                                                                      (UNAUDITED)                             (UNAUDITED)

Net sales                                               $        200,971       $     51,091      $        99,390   $        28,106
Cost of sales                                                    148,792             40,570               75,713            22,690
                                                         ---------------       -------------       --------------    --------------

Gross profit                                                      52,179             10,521               23,677             5,416
                                                         ---------------      -------------       --------------    --------------

Selling, general and administrative expenses                   2,626,322          2,038,259            1,376,379         1,046,024
Research and development expenses                                 95,158             75,163               44,400            44,924
                                                         ---------------      -------------       --------------    --------------

Operating loss                                                (2,669,301)        (2,102,901)          (1,397,102)       (1,085,532)

Interest expense, including amortization of debt
    discounts and beneficial conversion feature
                                                                  89,886          1,381,421               38,569           838,307
Other income                                                     (38,296)          (314,604)             (22,806)         (310,404)
                                                         ----------------     --------------      ---------------   ---------------

Net loss from continuing operations                           (2,720,891)        (3,169,718)          (1,412,865)       (1,613,435)

Income from discontinued operations                                   --              5,807                   --             1,294
                                                         ----------------     --------------      ---------------   ---------------

Net loss                                                $     (2,720,891)    $   (3,163,911)     $    (1,412,865)  $    (1,612,141)
                                                         ================     ==============      ===============   ===============

Per share data-basic and diluted:
    Loss before discontinued operations                 $           (.11)    $         (.49)     $          (.05)  $          (.25)
    Income from discontinued operations                              .00                .00                  .00               .00
                                                         ----------------     --------------      ---------------   ---------------
Net loss                                                $           (.11)    $         (.49)     $          (.05)  $          (.25)
                                                         ================     ==============      ===============   ===============

Weighted average number of shares-basic and
    diluted                                                   25,592,060          6,480,271           25,798,121         6,480,271
                                                         ================     ==============      ================  ===============
</TABLE>

See notes to condensed consolidated financial statements


                                                                 2
<PAGE>


                       PROTOCALL TECHNOLOGIES INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                 SIX MONTHS ENDED JUNE 30,
                                                                                           --------------------------------------
                                                                                                2005                  2004
                                                                                           --------------------------------------
                                                                                             (UNAUDITED)           (UNAUDITED)
<S>                                                                                          <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss from continuing operations                                                        $(2,720,891)           $(3,169,718)
    Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                               326,207                147,894
       Disposal of fixed assets                                                                     10,938                     --
       Amortization of deferred financing costs                                                         --                 88,826
       Equity compensation cost                                                                     86,976                     --
       Noncash financing and interest expenses                                                          --                638,575
       Subscription receivable write-off                                                             1,665                     --
       Settlement of trade notes and accounts payable                                                   --                303,404
       Amortization of deferred lease costs                                                         24,525                 38,959
    Changes in:
       Accounts receivable                                                                           4,883                (11,897)
       Inventory                                                                                   (21,570)               (13,963)
       Prepaid expenses and other current assets                                                    13,889                (60,938)
       Other assets                                                                                     --               (484,967)
       Accounts payable and accrued expenses                                                       183,229                (51,000)
       Other liabilities                                                                            (3,720)                    --
       Accrued salaries                                                                           (148,574)                    --
       Notes payable to officers/stockholders                                                      (10,875)                    --
       Accrued interest on notes payable -current                                                       --                334,381
       Accrued interest on other notes payable                                                       9,881                104,363
       Net cash (used in) provided by discontinued operations                                      (19,427)                38,114
                                                                                           ----------------          ---------------
               Net cash used in operating activities                                            (2,262,864)            (2,097,967)
                                                                                           ----------------          ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                            (45,811)               (43,260)
                                                                                           ---------------          ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of convertible notes payable to stockholder                                  --                181,000
    Proceeds from issuance of convertible notes payable to others                                       --              1,335,000
    Proceeds from issuance of interim notes to stockholder                                              --                595,000
    Proceeds from issuance of interim notes to others                                                   --                500,000
    Net proceeds from issuance of common stock in private offering                               1,335,570                     --
    Additional fees associated with private placements                                                  --                (49,839)
    Repayment of loan to officer/stockholder                                                            --                 (9,871)
    Repayment of capitalized lease obligations                                                    (168,436)               (25,723)
                                                                                           ---------------          ---------------
               Net cash provided by financing activities                                         1,167,134              2,525,567
                                                                                           ---------------          ---------------

NET (DECREASE) INCREASE IN CASH                                                                 (1,141,541)               384,340

CASH - BEGINNING OF PERIOD                                                                       2,133,223                154,243
                                                                                           ---------------          ---------------
CASH - END OF PERIOD                                                                              $991,682               $538,583
                                                                                           ===============          ===============


SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid for:
      Interest                                                                                     $43,688                $18,191
      Income taxes                                                                                      --                    616
    Noncash transactions:
      Issuance of warrants in connection with Software Distribution and Site
         Agreement                                                                                      --               $332,693
      Debt discount and beneficial conversion feature on convertible and nonconvertible
        notes                                                                                           --                968,710
</TABLE>

See notes to condensed consolidated financial statements

                                       3
<PAGE>

PROTOCALL TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005 AND 2004

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS

[1]    DESCRIPTION OF BUSINESS:

The accompanying consolidated financial statements include the accounts of
Protocall Technologies Incorporated and its wholly-owned subsidiaries, Protocall
Software Delivery Systems, Inc. ("PSD") and Precision Type, Inc. (collectively,
the "Company"). The Company has recently focused all of its time and resources
on its SoftwareToGo(R) product in its PSD subsidiary. PSD was founded in 1998 to
develop and commercialize a proprietary system that enables software retailers
to produce fully packaged software CDs, on-demand, at their stores and at their
web site fulfillment centers. SoftwareToGo(R) (the "System") is a software
display, storage and production system, similar in size to an Automated Teller
Machine . The System is designed to complement physical inventory systems and
enable traditional resellers to create "on demand" inventory at point of sale
for walk-in as well as Internet customers. The Company intends to market and
distribute the System to major retailers. The Company signs license agreements
with software publishers, allowing the Company to resell their software products
to one or more of the Company's retail customers. The Company intends to
vigorously pursue an expansion of available products to include music, audio
books, console video games and movies. Management of the Company believes the
Company's technology is readily adaptable to other digital products without
additional significant investment.

Precision Type Inc., which marketed and distributed font software products using
its electronic software distribution system to dealers and commercial end-users,
was discontinued on June 30, 2004 (see Note E).

The Company incurred net losses for the six months ended June 30, 2005 and 2004
of $2,720,891 and $3,163,911, respectively, and has an accumulated deficit of
$35,683,791 at June 30, 2005. Significantly contributing to the accumulated
deficit in 2004 was the cost associated with the expansion of the Company's
electronic software distribution system's capabilities to distribute additional
digitally stored products, as well as significant interest expense related to
the Company's notes payable, which were converted to equity upon the
consummation of the closing of the reverse merger on July 22, 2004 (see Note A
(4)). Through June 30, 2005, the Company has been dependent upon investments
through private offerings of convertible and non-convertible debt and equity
from related and non-related parties to finance its business operations.

[2]    JUNE 2005 PRIVATE OFFERING

In June 2005, the Company entered into a series of securities purchase
agreements with a limited number of accredited investors in a private placement
exempt from the registration requirements under the Securities Act of 1933, as
amended. In connection with the private placement, the Company sold 1,986,302
shares of the Company's Common Stock, par value $0.001 per share, at $.73 per
share, and warrants (the "Warrants") to purchase up to 993,151 shares of the
Company's Common Stock, for an aggregate of $1,450,000 ($1,335,570 net of
finder's fee and various other expenses). The Company intends to use the net
proceeds of the private offering primarily for funding of working capital.

The Warrants have an exercise price of $1.00 per share of Common Stock, are
exercisable immediately and expire on the third year anniversary of the initial
warrant date. The exercise price of the Warrants is subject to adjustment in the
event of specified dilutive or accretive events, such as stock splits and stock
combinations. The exercise price, as well as the per share price of the Common
Stock sold in the private placement, is subject to further adjustment if the
Company issues any shares of Common Stock or securities convertible or
exercisable into Common Stock (subject to customary exceptions such as
securities issued pursuant to equity incentive plans) through June 2006 at a
price per share less than the per share price of the Common Stock and/or the
exercise price of the Warrants, in which case the per share price and/or the
exercise price, as applicable, will be adjusted to equal the price of the
securities in the new issuance. The adjustment in the per share price would
result in the issuance of additional shares of Common Stock to the holders.

[3]    GOING CONCERN

As of July 22, 2005, the Company had a cash balance of approximately $700,000.
Based upon the Company's current cash forecast and financial condition, it will
require additional cash resources during September 2005. Until such time as the
Company can rely on revenues generated from operations, it will continue to seek
additional sources of financing through both public and private offerings. The
Company believes that it has enough cash to continue as a going concern until
September 2005 based upon its current rate of negative cash flow. Accordingly,
if the Company fails to obtain additional financing, it will be required to
substantially reduce and defer payments of operating expenses, liabilities,
capital expenditures

                                       4
<PAGE>


PROTOCALL TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005 AND 2004

and potentially cease doing business. The Company is currently in discussions
with investment banking firms and potential investors regarding additional
equity financings consisting of issuances of either common stock, preferred
stock or convertible debt with associated attached warrants as well as
short-term debt with attached warrants. Management has determined that it is
unlikely that the Company would be successful in obtaining bank financing. The
Company has no current commitments for additional funding. There can be no
assurance that the Company will be successful in obtaining additional financing.
The accompanying financial statements have been prepared on the basis that the
Company will continue as a going concern, which assumes the realization of
assets and satisfaction of liabilities in the normal course of business. The
uncertainties regarding the availability of continued financing and commencement
of adequate commercial revenues raise substantial doubt about the Company's
ability to continue as a going concern, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. The
financial statements do not include any adjustments relating to the
recoverability of the recorded assets or the classification of liabilities that
may be necessary should the Company be unable to continue as a going concern.

[4]    REVERSE MERGER AND 2004 PRIVATE OFFERING

On July 22, 2004, the Company completed a recapitalization in the form of a
"reverse merger" transaction with Quality Exchange, Inc. ("QEI"), in which QEI
acquired all the outstanding capital stock of the Company in consideration for
the issuance of 16,733,074 shares of QEI's common stock, representing 65.9% of
the outstanding QEI stock. Prior to the completion of the reverse merger, QEI
redeemed and cancelled 7,875,000 shares of its 9,000,000 outstanding shares of
common stock for $15,000 and the transfer of all of its assets and liabilities
to its majority stockholder. The reverse merger was completed pursuant to an
Agreement of Merger and Plan of Reorganization, dated as of July 22, 2004.
Immediately following the closing of the reverse merger, QEI changed its name to
Protocall Technologies Incorporated. Concurrent with the closing of the reverse
merger, the Company completed a private offering of 5,859,200 shares of common
stock at a price of $1.25 per share, and received net proceeds of approximately
$6,300,000 including $1,825,000 in proceeds from 10% bridge convertible
promissory notes issued between April 8, 2004 and June 10, 2004. The Company
issued 1,666,436 shares of its common stock as private offering fees to the
placement agent in the reverse merger. In addition, concurrently with the
closing of the above transactions, creditors of the Company converted an
aggregate of approximately $8.6 million of debt to common stock of the Company.
A stockholder/director of the Company forgave $1,099,915 of accrued interest
upon the consummation of the reverse merger and concurrent private offering.

In addition, 17,647,377 of the Company's warrants were exchanged for 3,384,793
shares of QEI common stock. As part of the reverse merger, warrants to purchase
1,774,219 shares of the Company's common stock and stock options to purchase
2,951,922 shares of the Company's common stock were converted into identical QEI
warrants and stock options.

For accounting purposes, the Company is considered the acquirer in the reverse
merger transaction and, consequently, the financial statements of the Company
are the historical financial statements of Protocall Technologies Incorporated,
and the reverse merger has been treated as a recapitalization of Protocall
Technologies Incorporated.

[5]    REVENUE RECOGNITION

The Company recognizes revenue from retailer sales of product through its
software delivery system upon delivery to the consumer.

Revenue from the license or sale of software products and font reference guide
books from the discontinued business is recognized when the products are
delivered or shipped to the customer.

Rebates and refunds are recorded as a reduction of revenue in accordance with
Emerging Issues Task Force ("EITF") Issue No. 01-9, Accounting for Consideration
Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products).

[6]    USE OF ESTIMATES

The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Such
estimates include valuation of warrants issued in connection with various forms
of financing by the Company. Actual results could differ from those estimates.

                                       5
<PAGE>


PROTOCALL TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005 AND 2004

[7]    ACCOUNTING FOR STOCK OPTIONS

The Company applies Accounting Principles Board (APB) Opinion No. 25, Accounting
for Stock Issued to Employees and Related Interpretations, in accounting for its
stock option grants and, accordingly, records compensation cost, if any, in the
financial statements for its stock options to employees equal to the excess of
the fair value of the Company's shares at the grant date over the exercise
price.

Had compensation costs for the Company's stock option grants been determined
based on the fair value at the grant dates consistent with the methodology of
Statement of Financial Accounting Standards (SFAS) No. 123, the Company's net
loss per share for the periods indicated would have been increased to the pro
forma amounts indicated, as follows:


<TABLE>
<CAPTION>

<S>                                                                <C>                      <C>

                                                                           SIX MONTHS ENDED JUNE 30,
                                                                           2005                 2004
                                                                   -------------------------------------
           Net loss as reported                                        $(2,720,891)         $(3,163,911)
           Stock-based employee compensation
             expense included in reported net loss,
             net of related tax effects                                     86,976                    0
           Stock-based employee compensation
             determined under the fair value based
             method                                                       (376,797)             (38,857)
                                                                   -------------------------------------
           Pro forma net loss                                          $(3,010,712)         $(3,202,768)
                                                                   =====================================

           Net loss per share (basic and diluted):
                 As reported                                                 $(.11)               $(.49)
                                                                   =====================================
                 Pro forma                                                   $(.12)               $(.49)
                                                                   =====================================
</TABLE>

The weighted average fair value of stock options is estimated at the grant date
using the Black-Scholes option-pricing model with the following weighted average
assumptions:

<TABLE>
<CAPTION>

<S>                                                                         <C>                  <C>

                                                                           SIX MONTHS ENDED JUNE 30,
                                                                           2005                 2004
                                                                   -------------------------------------
           Risk-free interest rate                                            3.81%               2.44%
           Expected life of options                                            4.98               3.00
           Expected dividend yield                                            0.00%               0.00%
           Expected volatility                                              143.91%              50.00%
           Weighted average fair value                                         $.93               $.45

</TABLE>


[8]    LOSS PER SHARE AND COMMON SHARE EQUIVALENT

The Company's basic and diluted net loss per share is computed by dividing net
loss by the weighted average number of outstanding common shares. Potentially
dilutive securities, which were excluded from the computation of diluted loss
per share because to do so would have been anti-dilutive, are as follows:

<TABLE>
<CAPTION>

<S>                                                                      <C>                <C>

                                                                       SIX MONTHS ENDED JUNE 30,
                                                                        2005              2004
                                                                   -------------------------------------
           Stock Options                                                 7,057,885           3,201,922
           Warrants                                                      2,648,008          19,033,595
           Convertible notes                                                    --           5,986,551
                                                                   -------------------------------------
           Total dilutive shares                                         9,705,893          28,222,068
                                                                   =====================================

</TABLE>

NOTE B - RELATED PARTY TRANSACTIONS

On October 14, 2003, a stockholder/director opened an irrevocable standby letter
of credit on behalf of the Company as required by an equipment lease agreement,
for the entire term of the lease obligation, in the amount of $1,040,000. As
compensation, the Company issued a warrant to purchase 520,000 shares of common
stock exercisable at the lower of $2.75 per share or the sales price of common
stock in subsequent offerings. The fair value of the warrant was $269,470
utilizing the Black-Scholes option-pricing model with

                                       6
<PAGE>


PROTOCALL TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005 AND 2004

the following assumptions: 50% volatility, seven-year expected life, risk-free
interest rate of 3.86% and dividend yield of 0%. The warrant was originally
scheduled to expire on October 14, 2010, but was converted into approximately
95,047 shares of common stock in connection with the reverse merger on July 22,
2004. The fair value of the warrant has been recorded as a deferred lease cost
and is being amortized, on a straight-line basis, over the term of the lease
obligation which terminates April 1, 2007. The Company is contingently liable
for the amounts of the letter of credit in the event the stockholder/director is
obligated to make payments thereunder as a result of noncompliance with the
terms of the lease agreement.

NOTE C - STOCK OPTION PLANS

On March 24, 2000, the Company adopted a stock incentive plan for the issuance
of up to 3,000,000 shares of common stock to employees, directors and
consultants (the "2000 Plan"). The 2000 Plan provides that the exercise price
per share of all incentive stock options granted shall not be less than 100% of
the fair value of the stock and for non-incentive options shall not be less than
85% of their fair value of the stock on the date of grant. Options become
exercisable at such time or times as determined by the Compensation Committee of
the Board (the "Committee"). Outstanding options must generally be exercised
within ten years from the date of grant. The Committee may at any time cause the
Company to offer to buy out an option previously granted, based on such terms
and conditions set forth by the Committee. In addition, the 2000 Plan provides
for the grant of stock appreciation rights and stock awards subject to such
terms and conditions as shall be determined at the time of grant. Through June
30, 2005, no stock appreciation rights or shares of stock had been awarded under
the 2000 Plan.

Upon the closing of the reverse merger, the board of directors of the Company
adopted the 2004 Stock Option Plan (the "2004 Plan") under which a total of
1,000,000 shares of common stock were reserved for issuance, subject to approval
by stockholders at the Company's 2005 annual meeting of stockholders. In
November 2004, the Board of Directors increased the number of shares available
under the plan to 2,000,000 and in March 2005, a further increase to 4,500,000
shares was authorized by the Board of Directors. As of June 30, 2005, options to
purchase 4,263,177 shares of common stock have been granted pursuant to the 2004
Plan including 675,000 options to independent directors, with exercise prices
ranging between $.85 and $1.35 per share. Non-employee director options vest
quarterly over a one-year period and are exercisable over either five- or
ten-year periods. All employee options vest annually or quarterly over a
three-year period, and are exercisable over either five or ten year periods.
Stock options granted pursuant to the 2004 Plan were ratified during the
Company's annual stockholder meeting held on May 18, 2005. Since the Company's
stock price was $.89 on May 18, 2005, there was no intrinsic value of the
options on the date of ratification and accordingly there was no charge against
earnings.

NOTE D - OTHER NOTES PAYABLE, LONG-TERM

On July 22, 2004, in connection with the reverse merger, $494,038 ($414,565 of
this amount is due to a related party) of previously accrued interest on
convertible notes payable was converted into new promissory notes, bearing
interest at 4% per annum. All principal and accrued interest on the notes are
due and payable in full on July 22, 2007. The payees have a right to convert all
or any portion of the outstanding principal balance and/or accrued interest of
the notes into shares of common stock in the Company's next round of equity
financing subsequent to July 22, 2004, on the same terms and conditions as
applicable to all other purchasers of such equity securities. As of June 30,
2005, the total accrued interest on the notes payable amounted to $18,602.

NOTE E - DISCONTINUED OPERATIONS

Since 1998, the Company has focused substantially all of its time and resources
on its SoftwareToGo system. With the completion of the development and the
beginning of the commercialization of that system, effective June 30, 2004, the
Company discontinued the operations of its wholly-owned subsidiary Precision
Type, Inc. Accordingly, Precision Type's assets and liabilities have been
segregated from the assets and liabilities of continuing operations in the
consolidated balance sheets at June 30, 2005 and 2004 and its operating results
have been segregated from continuing operations and are reported as discontinued
operations in the consolidated statements of operations and cash flows for each
of the six months ended June 30, 2005 and 2004.

                                       7
<PAGE>

PROTOCALL TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005 AND 2004

<TABLE>
<CAPTION>
Summarized financial information of discontinued operations is as follows:
                                                                             SIX MONTHS ENDED JUNE 30
STATEMENTS OF OPERATIONS:                                                      2005              2004
                                                                         ------------------ ---------------
<S>                                                                          <C>                   <C>
Net sales - font software products                                                  --             $38,905
Cost of sales                                                                       --              18,071
                                                                         ------------------ ---------------
Gross profit                                                                        --              20,834
General, selling and administrative expenses                                        --              15,027
                                                                         ------------------ ---------------
      Net income from discontinued operations                                       --              $5,807
                                                                         ================== ===============

                                                                             JUNE 30,        DECEMBER 31,
NET LIABILITIES:                                                               2005              2004
                                                                        ------------------ ----------------
Accounts payable and accrued expenses                                            $180,147         $195,708
Notes payable, current                                                             28,755           28,755
                                                                        ------------------ ----------------
      Total current liabilities of discontinued operations                        208,902          224,463
Notes payable, non-current                                                         60,272           64,138
                                                                        ------------------ ----------------
      Total liabilities of discontinued operations                                269,174          288,601
                                                                        ------------------ ----------------
      Net liabilities of discontinued operations                                 $269,174         $288,601
                                                                        ================== ================
</TABLE>


NOTE F - DEFERRED OFFICERS' COMPENSATION

On July 31, 2002, the Company entered into a Salary Adjustment Agreement (the
"Agreement") with its President and certain of its vice presidents (the
"Officers/Stockholders"). The Agreement, which was authorized by the Company's
Board of Directors, provided that the Officers/Stockholders (i) voluntarily
accept a 25% reduction in salary for the period commencing August 1, 2002 and
(ii) agree to defer the receipt of $1,376,240 in accrued but unpaid salaries
(this amount was reduced to $811,137 after deducting authorized payments of
$565,103), until the Company achieves positive cash flow, in exchange for (a)
the immediate grant of an aggregate total of 777,167 five-year stock options
with an exercise price at $1.25 per share, (b) the monthly grant of an aggregate
of 24,147 five-year stock options at an exercise price of $1.25 per share
commencing August 2002, which aggregated 434,646 stock options between August
2002 and January 2004, (c) the automatic 100% vesting of 766,570 unvested
previously held stock options and (d) an exercise period of five years from the
date of the Agreement for any previously held stock options. This arrangement
would cease upon the return of the executives to their previous salaries.
Conditions for reinstatement of salaries were either (i) raising a minimum of
$1,500,000 in gross proceeds in a fund raising (excluding any funding from the
Company's largest shareholder) or (ii) the Company achieving positive cash flow
in excess of $75,000 in any quarter from operations. As of January 31, 2004, the
Company had raised capital in excess of $1,500,000 in gross proceeds, and
consequently restored the officers to their prior salaries and ceased the
monthly issuance of stock options. The deferred salaries were charged to expense
as earned and are included in accrued salaries on the accompanying balance
sheets.

The stock option grants and modifications were accounted for in accordance with
APB Opinion No. 25 and FASB Interpretation 44, Accounting for Certain
Transactions Involving Stock Compensation-An Interpretation of APB Opinion No
25.

In connection with the reverse merger, two of the Officers/Stockholders each
converted $100,000 of amounts due them for accrued salaries into 80,000 shares
of common stock of the Company at $1.25 per share.

At December 31, 2004, accrued but unpaid salaries totaled $1,529,555 (this
amount was reduced to $587,407 after deducting authorized payments of $942,148).
Pursuant to the June 10, 2005 resignation and consulting agreement with the
Company's former President and Chief Executive Officer, accrued salaries were
reduced by $669,506 ($111,125 net of authorized payments of $558,381). At June
30, 2005, accrued but unpaid salaries totaled $822,625 ($438,833 after deducting
authorized payments of $383,792).


NOTE G - SUBSEQUENT EVENTS

On July 15, 2005, the Company finalized a Letter of Engagement with an unrelated
third party, pursuant to which the third party agreed to implement a marketing
program, and, to the extent the Company requests, to assist it in business
development and strategic advisory and investor relations services. The Letter
of

                                       8
<PAGE>

PROTOCALL TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005 AND 2004


Engagement has an initial term of 12 months and is terminable by either party
at any time thereafter upon 30 days' prior written notice. In consideration for
the services to be provided, the Company agreed to pay $12,500 per month and
issued a fully vested Warrant to purchase 1,600,000 shares of the Company's
common stock, with an exercise price of $.88 per share. The Warrant expires on
June 7, 2008, is subject to antidilution adjustments and contains a cashless
exercise feature. The Company agreed to include the shares of common stock
issuable upon exercise of the Warrant in a registration statement under the
Securities Act of 1933, and to file such registration statement with the U.S.
Securities and Exchange Commission prior to September 9, 2005. The Warrant is
not exercisable if such exercise would cause the beneficial ownership to be 5%
or more of the outstanding shares of the Company's common stock following such
exercise. The Company will record a noncash charge against earnings of
approximately $2.4 million during the three months ended September 30, 2005,
which represents the fair value of the Warrant on the date of issuance,
calculated utilizing the Black-Scholes option-pricing model.

                                       9
<PAGE>

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

OVERVIEW

On July 22, 2004, we completed a reverse merger transaction with Quality
Exchange, Inc., a Nevada corporation formed in June 1998. Prior to the merger,
Quality Exchange was a developmental stage company, which, through its
wholly-owned subsidiary, Orion Publishing, Inc., planned to provide an
Internet-based vehicle for the purchase and exchange of collectible and
new-issue comic books. We discontinued these activities simultaneously with the
merger by the sale of that business to Quality Exchange's principal shareholder.
Upon the closing of the merger, the directors and management of Protocall became
the directors and management of Quality Exchange, which then changed its name to
Protocall Technologies Incorporated. Since our business is that of Protocall
only, the former officers of Protocall were appointed to the same positions in
our company and the former Protocall stockholders received a majority of our
common stock in the reverse merger, the merger was accounted for as a
recapitalization of Protocall, and the information in this report is that of
Protocall.

For a more complete description of the reverse merger transaction and concurrent
private offering in which we received approximately $7.25 million in gross
proceeds, see our current report on Form 8-K dated July 22, 2004 and filed with
the SEC on August 6, 2004.

In June 2005, we entered into a series of securities purchase agreements with a
limited number of accredited investors in a private placement exempt from the
registration requirements under the Securities Act of 1933, as amended. In
connection with the private placement, we sold 1,986,302 shares of our common
stock at $.73 per share, and issued for no additional consideration warrants to
purchase up to 993,151 shares of our common stock, for an aggregate of
$1,450,000 ($1,335,570 net of finder's fee and various other expenses). The
warrants have an exercise price of $1.00 per share of common stock, are
exercisable immediately and expire on the third year anniversary of the initial
warrant date.

Protocall Technologies Incorporated was formed in New York in December 1992.
Until 1998, Protocall was focused primarily on licensing proprietary font
software to large businesses and operated through its recently discontinued
Precision Type, Inc. subsidiary. Active marketing of Protocall's font software
licensing business was discontinued in 2001, when Protocall determined to focus
solely on developing its current software distribution business; however,
revenues from the font software business continued through June 2004.

Effective June 13, 2005, Bruce Newman is no longer the President and Chief
Executive Officer of our company. Effective July 1, 2005, Mark Benedikt became
our Chief Executive Officer, as reported in our Current Reports on Form 8-K and
8-K/A as filed with the SEC on June 17, 2005 and July 20, 2005, respectively.
Mr. Benedikt has been a member of our Board of Directors since April 15, 2005
and has chaired the Technology Committee, and has also served as our interim
Chief Technology Officer.

Due to very limited revenues to date, management has not yet developed nor
relied on any key performance indicators to assess our business.


REVENUE MODEL

We employ two revenue models in our existing retailer agreements: one for
conventional ("bricks and mortar") retailers, and another for online/catalog
retailers. Under the "bricks and mortar" revenue model, which is applicable to
our agreement with CompUSA and a recently signed pilot agreement with a major
wholesaler/retailer, we license content, integrate, install and maintain
SoftwareToGo site equipment, provide system training to store personnel, supply
the physical deliverables (CD, case, packaging and labeling), provide system
help desk support during store hours and act as an on-demand distributor to the
retailer. The retailer, in accordance with store configuration and consumer
merchandising/promotion plans developed jointly with us, supplies prominent
space for the Product Preview Stations within our stores as well as an
appropriate location for the Order Fulfillment Station, and provides
SoftwareToGo system promotion. Prior to deployment, we and the retailer jointly
develop plans relating to sales reporting procedures, communication line setup,
network wiring, POS system integration and product pricing.

For online and catalog retailers, which is applicable to our agreement with
TigerDirect.com, the business model differs somewhat. For these retailers, a
high-capacity SoftwareToGo Order Fulfillment Station is used without the need
for a Product Preview Station. The system can be installed either at our
facilities or at the customer's shipping center. If the system is installed at
our facility, the system is operated by us and our employees ship the products.
Under this model, we expect much higher capacity utilization for the Order
Fulfillment Station and, consequently, a faster payback on deployed capital.

We secure the right to replicate titles through licensing agreements with
software publishers, paying a licensing fee to each publisher per product
vended. In instances where a consumer returns SoftwareToGo-produced products,
the publisher license fee is credited to us.

We expect to be able to improve our licensing terms as the number of installed
SoftwareToGo sites increase. Because our agreements with publishers provide for
a longer time period to pay the licensing fees due for products sold than the
period of time provided to the retailers to pay us for the software produced by
the

                                       10
<PAGE>

SoftwareToGo system, we do not anticipate an increase to working capital
requirements from this aspect of the business as the business grows. We do not
prepay or guarantee any minimum license fees to publishers. Our agreements
provide for a variable selling price for each product licensed through our
system. We invoice our customers on a monthly basis, based on 30-day payment
terms, for each unit sold during the prior month.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of results of operations and financial condition are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We evaluate our estimates on an ongoing basis, including those
related to provisions for uncollectible accounts receivable, inventories, and
contingencies and litigation. We base our estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

The accounting policies that we follow are set forth in Note A to our condensed
consolidated financial statements as included in this report and our Annual
Report on Form 10-KSB for the year ended December 31, 2004. These accounting
policies conform to accounting principles generally accepted in the United
States of America, and have been consistently applied in the preparation of the
financial statements.

REVENUE RECOGNITION

We recognize revenue from retailers' sales of product through our software
delivery system and through catalogues, upon delivery to the retail customer or
consumer.

Revenue from the license or sale of software products and font reference guide
books from our discontinued business was recognized when the products were
delivered or shipped to the customer.

Part of our marketing strategy to acquire new consumers includes retail
promotions in which we pay retailers if they are successful in marketing
software products on our system to consumers. These payments are recorded as a
reduction in revenue in accordance with EITF No. 01-9. As a result of this
accounting treatment, these payments, which we consider to be marketing costs,
are not included in marketing expense, but instead, recorded as a reduction in
revenue. Estimated customer rebates are reflected as a reduction in revenue in
the period that the related sale is recorded. Customer returns, although not
material, are also reflected as a reduction in revenue in the period that they
are returned or earlier if any such returns are anticipated.

SEASONALITY

We believe there will ultimately be a minor degree of seasonality in our
business. We anticipate that the fourth quarter of each fiscal year (October to
December) will show slightly higher revenues due to the holiday shopping season.

SOFTWARE DEVELOPMENT COSTS

Costs associated with the development and enhancement of proprietary software
incurred between the achievements of technological feasibility and availability
for general release to the public were insignificant, and therefore not
capitalized.

RESEARCH AND PRODUCT DEVELOPMENT COSTS

We expense research and product development costs as incurred.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Protocall
Technologies Incorporated and its wholly-owned subsidiaries. All intercompany
balances and transactions have been eliminated in consolidation.

                                       11
<PAGE>

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2005 COMPARED TO THREE MONTHS ENDED JUNE 30, 2004

NET LOSS FROM CONTINUING OPERATIONS. We had net losses from continuing
operations of $1,412,865 and $1,613,435 for the three months ended June 30, 2005
and 2004, respectively. During these periods, operations were financed through
various equity and debt private financing transactions.

NET INCOME FROM DISCONTINUED OPERATIONS. Precision Type had net income of $0 and
$1,294 for the three months ended June 30, 2005 and 2004, respectively.

NET SALES. Net sales for the three months ended June 30, 2005 increased $71,284,
or 253.6%, to $99,390 compared to $28,106 for the three months ended June 30,
2004. This increase is principally due to sales resulting from the addition of
TigerDirect.com as a customer in August 2004.

GROSS PROFIT. Gross profit for the three months ended June 30, 2005 was $23,677,
or 23.8% of net sales, as compared to $5,416, or 19.3% of net sales, for the
comparable period ended June 30, 2004. The increase in gross profit percentage
is due to a change in our product mix to products with higher margins.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expense, or R&D,
decreased insignificantly by $524 or 1.2%, from $44,924 to $44,400, for the
three months ended June 30, 2005 as compared to the same period ended June 30,
2004.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $330,355, or 31.6%, to $1,376,379 for the
three months ended June 30, 2005 from $1,046,024 for the three months ended June
30, 2004.

Depreciation and amortization expense increased $87,904 in 2005, or 116.2%, to
$163,583 from $75,679 in 2004, due principally to the depreciation associated
with fixed assets acquired during 2004 in connection with the CompUSA
deployment. Salaries increased $108,877 in 2005, or 26.1%, to $526,221 from
$417,344 in 2004, due primarily to a net charge of $128,905 incurred in
connection with the resignation and consulting agreement that we entered into
with our former President and Chief Executive Officer.

INTEREST AND FINANCE CHARGES. Interest and finance expenses combined decreased
by $799,738, or 95.4%, to $38,569 from $838,307 for the three months ended June
30, 2005 compared to the three months ended June 30, 2004.

Interest expense decreased $265,431, or 93.3%, to $19,089 from $284,520, for
2005 as compared to 2004. The decrease in interest expense was due to the
conversion of over $8 million of debt into common stock in connection with the
reverse merger and private offering during July 2004.

Finance expense decreased $534,307, or 96.5%, to $19,480 from $553,787 for 2005
as compared to 2004. This decrease was primarily due to the balance of
unamortized debt discount that was written-off upon the conversion of the
related debt to equity in connection with the reverse merger in July 2004.

OTHER INCOME. Other income decreased $287,598, or 92.7%, to $22,806 for the
three months ended June 30, 2005, from $310,404 for the three months ended June
30, 2004. This decrease was primarily due to forgiveness of debt recorded by the
Company during the second quarter of 2004.



RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO SIX MONTHS ENDED JUNE 30, 2004

NET LOSS FROM CONTINUING OPERATIONS. We had net losses from continuing
operations of $2,720,891 and $3,169,718 for the six months ended June 30, 2005
and 2004, respectively. During these periods, operations were financed through
various equity and debt private financing transactions.

NET INCOME FROM DISCONTINUED OPERATIONS. Precision Type had net income of $0 and
$5,807 for the six months ended June 30, 2005 and 2004, respectively.

NET SALES. Net sales for the six months ended June 30, 2005 increased $149,880,
or 293.4%, to $200,971 compared to $51,091 for the six months ended June 30,
2004. This increase is principally due to sales resulting from the addition of
TigerDirect.com as a customer in August 2004.GROSS PROFIT. Gross profit for the
six months ended June 30, 2005 was $52,179, or 26.0% of net sales, as compared
to $10,521, or 20.6% of net sales, for the comparable period ended June 30,
2004. The increase in gross profit percentage is due to a change in our product
mix to products with higher margins.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expense, or R&D,
increased $19,995 or 26.6%, from $75,163 to $95,158, for the six months ended
June 30, 2005 as compared to the same period ended June 30, 2004. The increase
in R&D was primarily due to enhancements made to the latest version of our
SoftwareToGo system during the first quarter of 2005.

                                       12
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $588,063, or 28.9%, to $2,626,322 for the six
months ended June 30, 2005 from $2,038,259 for the six months ended June 30,
2004.

Depreciation and amortization expense increased $178,314 in 2005, or 120.6%, to
$326,207 from $147,893 in 2004, due principally to the depreciation associated
with fixed assets acquired during 2004 in connection with the CompUSA
deployment. Salaries increased $134,426 in 2005, or 15.8%, to $985,166 from
$850,740 in 2004, due primarily to a net charge of $128,905 incurred in
connection with the resignation and consulting agreement that we entered into
with our former President and Chief Executive Officer.

INTEREST AND FINANCE CHARGES. Interest and finance expenses combined decreased
by $1,291,535, or 93.5%, to $89,886 from $1,381,421 for the six months ended
June 30, 2005 compared to the six months ended June 30, 2004.

Interest expense decreased $468,000, or 90.2%, to $50,928 from $518,928, for
2005 as compared to 2004. The decrease in interest expense was due to the
conversion of over $8 million of debt into common stock in connection with the
reverse merger and private offering during July 2004.

Finance expense decreased $823,535, or 95.5%, to $38,958 from $862,493 for 2005
as compared to 2004. This decrease was primarily due to the fact that the
balance of unamortized debt discount was written-off upon the conversion of the
related debt to equity in connection with the reverse merger in July 2004.

OTHER INCOME. Other income decreased $276,308, or 87.8%, to $38,296 for the six
months ended June 30, 2005, from $314,604 for the six months ended June 30,
2004. This decrease was primarily due to forgiveness of debt recorded by the
Company during the second quarter of 2004.



LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2005, our working capital deficit amounted to $1,190,620 as compared
with working capital of $77,385 at December 31, 2004. At June 30, 2005, we had
an accumulated deficit in the amount of $35,683,791. The accumulated losses
resulted principally from costs incurred in developing our business plan,
research and development, general and administrative expenses, seeking and
establishing sales channels and capital-raising activities.

In June 2005, we entered into a series of securities purchase agreements with a
limited number of accredited investors in a private placement exempt from the
registration requirements under the Securities Act of 1933, as amended. In
connection with the private placement, we sold 1,986,302 shares of our common
stock at $.73 per share, and warrants to purchase up to 993,151 shares of our
common stock, for an aggregate of $1,450,000 ($1,335,570 net of finder's fee and
various other expenses). The warrants have an exercise price of $1.00 per share
of common stock, are exercisable immediately and expire on the third year
anniversary of the initial warrant date. The Company intends to use the net
proceeds of the private offering primarily for funding of working capital.

The exercise price of the warrants is subject to adjustment in the event of
specified dilutive or accretive events, such as stock splits and stock
combinations. The exercise price, as well as the per share price of the common
stock sold in the private placement, is subject to further adjustment if we
issue any shares of our common stock or securities convertible or exercisable
into common stock (subject to customary exceptions such as securities issued
pursuant to equity incentive plans) through June 2006 at a price per share less
than the per share price of the common stock and/or the exercise price of the
warrants, in which case the per share price and/or the exercise price, as
applicable, will be adjusted to equal the price of the securities in the new
issuance. The adjustment in the per share price would result in the issuance of
additional shares of common stock to the holders.

As of July 22, 2005, we had a cash balance of approximately $700,000. Based upon
our current cash forecast and financial condition, we will require additional
cash resources during September 2005. Until such time as we can rely on revenues
generated from operations, we will continue to seek additional sources of
financing through both public and private offerings. We believe that we have
enough cash to continue as a going concern until September 2005 based upon its
current rate of negative cash flow. Accordingly, if we fail to obtain additional
financing, we will be required to substantially reduce and defer payments of
operating expenses, liabilities, capital expenditures and potentially cease
doing business. We continue to discuss with investment banking firms and
potential investors regarding additional equity financing consisting of an
issuance of either common stock, preferred stock or convertible debt. Any
securities offered in connection with such an equity financing have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements. Management has determined that it is unlikely that we
would be successful in obtaining bank financing. We have no current commitments
for additional funding. There can be no assurance that we will be successful in
obtaining additional financing. The accompanying financial statements have been
prepared

                                       13
<PAGE>

on the basis that we will continue as a going concern, which assumes the
realization of assets and satisfaction of liabilities in the normal course of
business. The uncertainties regarding the availability of continued financing
and commencement of adequate commercial revenues raise substantial doubt about
our ability to continue as a going concern, which contemplates the realization
of assets and satisfaction of liabilities in the normal course of business. The
financial statements do not include any adjustments relating to the
recoverability of the recorded assets or the classification of liabilities that
may be necessary should we be unable to continue as a going concern.


CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

Statements in this report contain information that includes or is based upon
certain "forward-looking statements" relating to our business. These
forward-looking statements represent management's current judgments and
assumptions as of the date of this report. Forward-looking statements can be
identified by the fact that they do not relate strictly to historical or current
facts, and are frequently accompanied by the use of such words as "may," "will,"
"anticipates," "plans," "believes," "expects," "projects," "intends," "seeks,"
"anticipates," and similar expressions. Such forward-looking statements involve
known and unknown risks, uncertainties, and other factors, including without
limitation, our early stage of development, significant losses incurred to date
and expected in the future, which can have a detrimental effect on the long-term
capital appreciation of our common stock, our need for subsequent funding, our
current dependence on two retailers, our dependence on continuing relationships
with our software publishers, the length of the publisher license acquisition
process, and the unproven nature of software-on-demand technology.

Any one of these or other risks, uncertainties, other factors or any inaccurate
judgments and assumptions could cause actual results to be materially different
from those described herein or elsewhere by us. We caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date any such statements were made. Certain of these risks, uncertainties,
and other factors are described in greater detail in our filings from time to
time with the U.S. Securities and Exchange Commission, which we strongly urge
you to read and consider, including the "Investment Considerations" and the
"Cautionary Factors That May Affect Future Results" as set forth in our 2004
Annual Report on Form 10-KSB, all of which may be accessed from the SEC's
website at www.sec.gov. Subsequent written and oral forward-looking statements
attributable to us or to persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements set forth above and elsewhere in our
reports filed with the Securities and Exchange Commission. We expressly disclaim
any intent or obligation to update any forward-looking statements.

ITEM 3 - CONTROLS AND PROCEDURES

As required by U.S. Securities and Exchange Commission rules, we have evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures at the end of the period covered by this report, being June 30, 2005.
This evaluation was carried out under the supervision and with the participation
of our management, including our principal executive officer and principal
financial officer. Based upon the controls evaluation, our principal executive
officer and principal financial officer have concluded that, as of the end of
the period covered by this report, our disclosure controls are effective to
provide reasonable assurance that information required to be disclosed in our
reports filed under the Securities Exchange Act of 1934 such as this report, is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms.

There has been no change in our internal controls over financial reporting
during the fiscal quarter ended June 30, 2005 that has materially affected, or
is reasonably likely to materially affect, our internal controls over financial
reporting.

Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None.

                                       14
<PAGE>

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3 - DEFAULT UPON SENIOR SECURITIES

None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the 2005 Annual Meeting of Stockholders of Protocall Technologies
Incorporated held on May 18, 2005, 15,137,982 shares of our common stock were
present in person or by proxy, constituting 59.6% of the outstanding shares of
our common stock entitled to vote. The matters voted upon at the annual meeting
were:

Election of Directors: The stockholders elected five directors to our board of
directors to serve for a one-year term, until the 2006 annual meeting:

Mark Benedikt
     Votes cast in favor:           15,097,982
     Votes withheld:                    40,000

 Peter Greenfield
     Votes cast in favor:           15,097,982
     Votes withheld:                    40,000

Bruce Newman
     Votes cast in favor:           15,097,982
     Votes withheld:                    40,000

Richard L. Ritchie
     Votes cast in favor:           15,097,982
     Votes withheld:                    40,000

Jed Schutz
     Votes cast in favor:           15,097,982
     Votes withheld:                    40,000


Appointment of Independent Auditors: The stockholders ratified the appointment
of Eisner, LLP as our independent auditors for the fiscal year ending December
31, 2005 by the following vote:

     Votes cast in favor:           15,018,026
     Votes cast against:                40,000
     Votes abstaining:                  79,956


Approval of 2004 Stock Option Plan: The stockholders approved our 2004 Stock
Option Plan by the following vote:

     Votes cast in favor:           14,679,159
     Votes cast against:               120,933
     Votes abstaining:                 152,890


ITEM 5 - OTHER INFORMATION

None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

                                       15
<PAGE>

     31.1 Certification of Principal Executive Officer Pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002.

     31.2 Certification of Principal Financial and Accounting Officer Pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002.

     32.1 Certificate Pursuant To 10 U.S.C. Section 1350, Section 906 of the
          Sarbanes-Oxley Act of 2002.



REPORTS ON FORM 8-K

          Current Report on Form 8-K filed on April 20, 2005, reporting election
          of Mark Benedikt to Board of Directors.

          Current Report on Form 8-K filed on May 4, 2005, attaching a letter to
          stockholders regarding current business initiatives.

          Current Report on Form 8-K filed on June 17, 2005 (Amendment No. 1
          filed on July 20, 2005), regarding the appointment of Mark Benedikt as
          Chief Executive Officer and withdrawal of registration statement.

                                       16
<PAGE>

                                   SIGNATURES

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

Date: August 15, 2005

                       PROTOCALL TECHNOLOGIES INCORPORATED

                       By: /s/ Mark Benedikt
                           -----------------------------------------------------
                           Mark Benedikt, Chief Executive Officer
                           (Principal Executive Officer)


                       By: /s/ Donald J. Hoffmann
                           -----------------------------------------------------
                           Donald J. Hoffmann, Vice President and
                           Chief Operating Officer
                           (Principal Financial Officer and Principal
                           Accounting Officer)

                                       17