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 SEPTEMBER 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 ]

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

As of November 14, 2005, there were 32,210,793 shares of Common Stock
outstanding.

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

<PAGE>


              PROTOCALL TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
ITEM 1 - FINANCIAL STATEMENTS
                                                                                                                 DECEMBER 31,
                                                                                        SEPTEMBER 30, 2005           2004
                                                                                        -------------------     ---------------
                                                                                             (UNAUDITED)           (AUDITED)
<S>                                                                                     <C>                     <C>
ASSETS
Current assets:
    Cash                                                                                $           590,507     $     2,133,223
    Accounts receivable, net                                                                         73,520              64,301
    Inventory                                                                                        37,091              21,919
    Prepaid expenses and other current assets                                                        79,573                  --
                                                                                        -------------------     ---------------
         Total current assets                                                                       780,691           2,219,443

Property and equipment, net                                                                         682,548           1,067,819
Other Assets                                                                                        143,060             219,211
                                                                                        -------------------     ---------------

         TOTAL ASSETS                                                                   $         1,606,299     $     3,506,473
                                                                                        ===================     ===============

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
    Accounts payable                                                                    $           525,309     $       418,514
    Accrued expenses                                                                                616,925             500,132
    Notes payable to officers/stockholders                                                            7,927              18,802
    Accrued salaries - officers/stockholders                                                        407,335             587,407
    Other liabilities                                                                                26,530              30,750
    Current portion of obligations under capital leases                                             569,535             361,990
    Net liabilities of discontinued operations                                                      207,802             224,463
                                                                                        -------------------     ---------------
          Total current liabilities                                                               2,361,363           2,142,058

Net liabilities of discontinued operations, less current portion                                     56,160              64,138
Obligations under capital leases, less current portion                                              179,325             648,151
Other notes payable - related parties, including accrued interest                                   517,580             502,759
                                                                                        -------------------     ---------------

         Total liabilities                                                                        3,114,428           3,357,106
                                                                                        -------------------     ---------------

 Commitments and contingencies

Stockholders' (deficit) equity:
    Common stock, $0.001 par value, 100,000,000 shares authorized, 32,210,793 issued
       and outstanding at September 30, 2005 and 25,383,710 at December 31, 2004                     32,211              25,383
    Additional paid-in capital                                                                   35,507,175          33,381,197
    Deferred sales fee, net                                                                        (225,278)           (287,648)
    Stock subscription receivable                                                                        --              (6,665)
    Accumulated deficit                                                                         (36,822,237)        (32,962,900)
                                                                                        -------------------     ---------------

          Total stockholders' (deficit) equity                                                   (1,508,129)            149,367
                                                                                        -------------------     ---------------

          TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY                          $         1,606,299     $     3,506,473
                                                                                        -------------------     ---------------
</TABLE>

See notes to condensed consolidated financial statements

                                       2
<PAGE>

<TABLE>
<CAPTION>
                                      PROTOCALL TECHNOLOGIES INCORPORATED AND SUBSIDIARIES
                                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                    NINE MONTHS ENDED SEPTEMBER 30,     THREE MONTHS ENDED SEPTEMBER 30,
                                                    -------------------------------     ----------------------------------
                                                         2005              2004              2005               2004
                                                    ----------------    -------------    ---------------    --------------
                                                                (UNAUDITED)                       (UNAUDITED)

<S>                                               <C>                 <C>              <C>                <C>
Net sales                                         $          341,857  $       121,874  $         140,886  $         70,783
Cost of sales                                                256,734           87,863            107,942            47,293
                                                    ----------------    -------------    ---------------    --------------

Gross profit                                                  85,123           34,011             32,944            23,490
                                                    ----------------    -------------    ---------------    --------------

Selling, general and administrative expenses               3,730,961        3,420,287          1,104,639         1,382,028
Research and development expenses                            127,845          115,445             32,687            40,282
                                                    ----------------    -------------    ---------------    --------------

Operating loss                                           (3,773,683)      (3,501,721)        (1,104,382)       (1,398,820)

Interest expense, including amortization of
    debt discounts and beneficial conversion
    feature                                                  133,987        2,129,645             44,101           748,224
Other income                                                (48,333)        (361,942)           (10,038)          (47,338)
                                                    ----------------    -------------    ---------------    --------------

Net loss from continuing operations                      (3,859,337)      (5,269,424)        (1,138,445)       (2,099,706)

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

Net loss                                          $      (3,859,337)  $   (5,263,617)  $     (1,138,445)  $    (2,099,706)
                                                    ================    =============    ===============    ==============

Per share data - basic and diluted:
    Loss before discontinued operations           $            (.15)  $         (.46) $            (.04)  $          (.10)
    Income from discontinued operations                          --               --                 --                --
                                                    ----------------    -------------    ---------------    --------------
Net loss                                          $            (.15)  $         (.46) $            (.04)  $          (.10)
                                                    ================    =============    ===============    ==============

Weighted average number of shares-basic and
diluted                                                   26,490,872       11,401,642         28,217,424        21,137,399
                                                    ================    =============    ===============    ==============
</TABLE>

See notes to condensed consolidated financial statements

                                       3
<PAGE>

                       PROTOCALL TECHNOLOGIES INCORPORATED
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                     NINE MONTHS ENDED SEPTEMBER 30,
                                                                                ------------------------------------------
                                                                                       2005                  2004
                                                                                ------------------------------------------
                                                                                    (UNAUDITED)           (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                  <C>               <C>
    Net loss from continuing operations                                            $ (3,859,337)       $   (5,269,424)
    Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                    491,144               250,403
       Amortization of deferred financing costs                                              --               213,789
       Amortization of deferred lease costs                                              58,437                58,437
       Equity compensation cost                                                          86,976                    --
       Noncash financing and interest expenses                                               --             1,093,116
       Common stock and warrants issued as placement fees                                    --               112,467
       Subscription receivable write-off                                                  1,665                    --
       Settlement of trade notes and accounts payable                                   (15,750)             (344,654)
    Changes in:                                                                                                    --
       Accounts receivable                                                               (9,219)              (53,189)
       Inventory                                                                        (15,172)                  350
       Prepaid expenses and other current assets                                        (63,683)              (36,777)
       Accounts payable and accrued expenses                                            239,338              (130,051)
       Other liabilities                                                                 (4,220)              (11,692)
       Accrued salaries                                                                (180,072)              (19,738)
       Notes payable to officers/stockholders                                           (10,875)                   --
       Accrued interest on notes payable - current                                           --               104,363
       Accrued interest on notes payable - related parties                               14,821               414,598
       Net cash used in discontinued operations                                         (24,639)              (14,684)
                                                                                -------------------   --------------------
               Net cash used in operating activities                                 (3,290,586)           (3,632,686)
                                                                                -------------------   --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                 (41,679)             (187,305)
                                                                                -------------------   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of convertible notes payable to others                            --                181,000
    Proceeds from issuance of interim notes to others                                        --              1,325,000
    Proceeds from issuance of convertible bridge notes to others                             --                500,000
    Proceeds from issuance of interim notes to stockholder                                   --                595,000
    Net proceeds from issuance of common stock in private offerings                   2,050,830              4,482,104
    Repayment of capitalized lease obligations                                         (261,281)               (27,561)
                                                                                -------------------   --------------------
               Net cash provided by financing activities                              1,789,549              7,055,543
                                                                                -------------------   --------------------

NET (DECREASE) INCREASE IN CASH                                                      (1,542,716)             3,235,552
CASH - BEGINNING OF PERIOD                                                            2,133,223                154,244
                                                                                -------------------   --------------------
CASH - END OF PERIOD                                                              $     590,507         $    3,389,796
                                                                                ===================   ====================

SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid for:
      Interest                                                                          $61,345                $30,937
      Income taxes                                                                        1,832                    816
    Noncash transactions:
      Issuance of warrants in  connection  with Software  Distribution  and Site
      Agreement                                                                              --                332,693
      Conversion of accrued officers' salaries to equity                                     --                200,000
      Contribution to capital for forgiveness of debt                                        --              1,099,915
      Conversion of notes payable to equity                                                  --              9,397,256
      Conversion of trade debt to equity                                                     --                781,571
      Debt  discount  and  beneficial  conversion  feature  on  convertible  and
      nonconvertible notes                                                                   --                637,058
</TABLE>

See notes to condensed consolidated financial statements

                                       4
<PAGE>

PROTOCALL TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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 September 30, 2004 (see Note E).

The Company incurred net losses for the nine months ended September 30, 2005 and
2004 of $3,859,337 and $5,263,617, respectively, and has an accumulated deficit
of $36,822,237 at September 30, 2005. Through September 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]   2005 PRIVATE OFFERINGS

In June 2005, the Company entered into a series of securities purchase
agreements with a limited number of investors in a private placement. 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 "June 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 a finder's fee
and various other expenses). The Company has used the net proceeds of the
private offering primarily for funding of working capital.

The June Warrants had an exercise price of $1.00 per share of Common Stock at
issuance, are exercisable immediately and expire on the third year anniversary
of the initial warrant date. The exercise price of the June 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 June 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. Due to the private offering entered into during September 2005 (see
below), the Company issued an additional 2,329,174 shares of common stock and
adjusted the June Warrants' exercise price to $.336 per share pursuant to the
anti-dilution provisions of the June 2005 securities purchase agreements.

In September 2005, the Company entered into a securities purchase agreement with
an investor in a private placement. In connection with the private placement,
the Company sold 2,380,952 shares of the Company's Common Stock, par value
$0.001 per share, at $.336 per share, and warrants (the "September Warrants") to
purchase up to 2,380,952 shares of the Company's Common Stock, for an aggregate
of $800,000 ($715,260 net of a finder's fee and various other expenses). The
Company has used the net proceeds of the private offering primarily for funding
of working capital.

                                       5
<PAGE>

PROTOCALL TECHNOLOGIES INCORPORATED

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

The September Warrants have an exercise price of $.50 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 September 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 September
2006 at a price per share less than the per share price of the Common Stock
and/or the exercise price of the September 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 November 3, 2005, the Company had a cash balance of approximately
$265,000. Based upon the Company's current cash forecast and financial
condition, it will require additional cash resources during November 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. 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 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.

                                       6
<PAGE>

PROTOCALL TECHNOLOGIES INCORPORATED

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

[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.

[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.

In December 2004, the FASB issued FAS No. 123(R), "Share-Based Payment," an
amendment of FASB Statements 123 and 95. FAS No, 123(R) replaced FAS No. 123,
"Accounting for Stock-Based Compensation," and supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees." This statement required companies to
recognize the fair value of stock options and other stock-based compensation to
employees beginning with fiscal periods beginning after June 15, 2005. During
the first quarter of 2005, the Securities and Exchange Commission approved a new
rule for public companies which delays the adoption of this standard for an
additional six months. This means that the Company will be required to implement
FAS No, 123(R) no later than the quarter beginning January 1, 2006. The Company
currently measures stock-based compensation in accordance with APB Opinion No.
25, as discussed above. The impact on the company's financial condition or
results of operations will depend on the number and terms of stock options
outstanding on the date of change, as well as future options that may be
granted.

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>
                                              THREE MONTHS ENDED SEPTEMBER 30,        NINE MONTHS ENDED SEPTEMBER 30,
                                                   2005                2004                2005             2004
                                          ------------------------------------------------------------------------------
<S>                                            <C>                  <C>                 <C>                 <C>
Net loss as reported                           $ (1,138,445)        $ (2,099,706)       $ (3,859,337)       $(5,263,617)
Stock-based employee compensation
expense included in reported net loss,
net of related tax effects                                --                   --                  --                 --
Stock-based employee compensation
determined under the fair value based
method                                             (287,195)                   --         (1,161,879)           (38,857)
                                          ------------------------------------------------------------------------------
Pro forma net loss                             $ (1,425,640)        $ (2,099,706)       $ (5,021,216)       $(5,302,474)
                                          ==============================================================================

Net loss per share (basic and diluted):
      As reported                                     $(.04)               $(.10)              $(.15)             $(.46)
                                          ==============================================================================
      Pro forma                                       $(.05)               $(.10)              $(.19)             $(.47)
                                          ==============================================================================


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:

                                             THREE MONTHS ENDED SEPTEMBER 30,        NINE MONTHS ENDED SEPTEMBER 30,
                                                  2005                 2004                2005             2004
                                          ------------------------------------------------------------------------------
Risk-free interest rate                                4.17%                  --              3.84%               2.25%
Expected life of options                                5.00                  --               4.98                3.00
Expected dividend yield                                0.00%                  --              0.00%               0.00%
Expected volatility                                   151.00                  --            144.54%              50.00%
Weighted average fair value                             $.66                  --              $.91                $.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

                                       7
<PAGE>

PROTOCALL TECHNOLOGIES INCORPORATED

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

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:

                                                   SEPTEMBER 30,
                                              2005              2004
                                         ---------------- -----------------
Stock Options                                4,985,519         2,951,922
Warrants                                     5,505,150         1,774,219
                                         ---------------- -----------------
Total dilutive shares                       10,490,669         4,726,141
                                         ================ =================


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 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
September 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 September 30, 2005,
options to purchase 2,530,617 shares of common stock have been granted pursuant
to the 2004 Plan including 675,000 options to independent directors, with
exercise prices ranging between $.72 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

                                       8
<PAGE>

PROTOCALL TECHNOLOGIES INCORPORATED

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

purchasers of such equity securities. As of September 30, 2005, the total
accrued interest on the notes payable amounted to $23,542.

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 September 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 September 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 Nine months ended September 30, 2005 and 2004.


Summarized financial information of discontinued operations is as follows:

<TABLE>
<CAPTION>
                                                                         NINE MONTHS ENDED SEPTEMBER 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
                                                                        ================== ===============

                                                                           SEPTEMBER 30,      DECEMBER 31,
NET LIABILITIES:                                                               2005              2004
                                                                        ------------------ ----------------
Accounts payable and accrued expenses                                        $   179,047       $   195,708
Notes payable, current                                                            28,755            28,755
                                                                        ------------------ ----------------
      Total current liabilities of discontinued operations                       207,802           224,463
Notes payable, non-current                                                        56,160            64,138
                                                                        ------------------ ----------------
      Total liabilities of discontinued operations                               263,962           288,601
                                                                        ------------------ ----------------
      Net liabilities of discontinued operations                             $   263,962       $   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.

                                       9
<PAGE>

PROTOCALL TECHNOLOGIES INCORPORATED

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

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
September 30, 2005, accrued but unpaid salaries totaled $791,172 ($407,335 after
deducting authorized payments of $383,837).

NOTE G - LEGAL PROCEEDINGS

Upon his termination from employment, the Company's former CEO Mark Benedikt
asserted monetary claims under his Employment Agreement with the Company, and by
demand dated October 19, 2005, he has sought arbitration of those claims which
for purposes of the arbitration demand he has valued at $366,978.96. Should
arbitration occur, under the terms of the Employment Agreement it must take
place in Seattle, Washington under the rules of the American Arbitration
Association. Since the filing of the arbitration demand, Mr. Benedikt has
quantified his claims at $150,000 for settlement purposes as follows: Two
months' salary, $40,000; two months' severance, $40,000; out-of-pocket expenses,
$10,000; legal fees and costs, $25,000 (if settlement can be expedited); stock
options, $35,000. Management believes the Company has good and sufficient
defenses to the majority of these claims, and in the interest of settlement has
indicated a willingness to reimburse verifiable out-of-pocket expenses,
allowance of receipt of stock options, together with a nominal additional
payment, conditioned upon such payments being scheduled out as appropriate.
Accordingly, the Company has recorded charges of $40,000 for two months'
severance and $10,000 for out of pocket expenses for which management believes
Mr. Benedikt is entitled to and will likely be paid.

The case of First Providence Financial Group, LLC v. Protocall Technologies,
Inc., was filed with the American Arbitration Association on or about August 23,
2005. The Demand for Arbitration alleges that the Company breached a Placement
Agency Agreement between the parties dated January 26, 2000, and seeks $5
million in damages, plus attorney's fees and costs. On or about September 9,
2005, the Company filed an Answer denying the allegations of the Demand for
Arbitration. The Company believes it is likely it will prevail in arbitration
and accordingly, has not recorded any charge for any potential settlement.

The case of Code Ventures LLC v. Protocall Software Delivery Systems, Inc., et
al., case number GIC 853271, was filed in the Superior Court of the State of
California, San Diego Judicial District, on or about August 31, 2005. The
Complaint asserts claims for: (i) breach of a software development agreement
between the parties dated October 13, 1999; (ii) quantum merit; and (iii) goods
sold, and seeks damages of $200,000, plus interest, attorneys' fees, and costs.
The plaintiff also seeks a judgment declaring that it is entitled to exercise
certain options for stock in Protocall Software Delivery Systems, Inc. The
Complaint was sent to the Company by U.S. mail but was not otherwise served upon
us. Management of the Company believes it is likely the Company will prevail and
accordingly, has not recorded any charges for any potential settlement.

NOTE H - THIRD PARTY AGREEMENT

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 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. On

                                       10
<PAGE>

PROTOCALL TECHNOLOGIES INCORPORATED

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

November 9, 2005, the Company and the third party formalized a settlement
terminating their relationship and have agreed to cancel the warrant effective
September 2005. Accordingly, the Company has not recorded a noncash charge
against earnings representing the value of the Warrant on the date of issuance,
calculated utilizing the Black-Scholes option-pricing model.

                                       11
<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. Simultaneously with the merger we sold the business
previously conducted by Quality Exchange to Quality Exchange's principal
shareholder and therefore discontinued all activities pertaining to Quality
Exchange's prior business. 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.

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.

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. Due to the private offering entered into during September 2005
(see below), the Company issued an additional 2,329,174 shares of common stock
and adjusted the June Warrants' exercise price to $.336 per share pursuant to
the anti-dilution provisions of the June 2005 securities purchase agreements.

In September 2005, we entered into a securities purchase agreement with an
accredited investor 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 2,380,952 shares of the Company's Common Stock,
par value $0.001 per share, at $.336 per share, and warrants (the "Warrants") to
purchase up to 2,380,952 shares of the Company's Common Stock, for an aggregate
of $800,000 ($715,260 net of finder's fee and various other expenses). The
Company has used the net proceeds of the private offering primarily for
funding of working capital. The Warrants have an exercise price of $.50 per
share of Common Stock, are exercisable immediately and expire on the third year
anniversary of the initial warrant date.

Effective June 13, 2005, Bruce Newman was no longer our President and Chief
Executive Officer. 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. As reported
in our Current Report on Form 8-K as filed with the SEC on September 12, 2005,
on September 2, 2005, Mark Benedikt informed us that he was resigning as a
member of our Board of Directors and as our Chief Executive Officer effective
immediately. Mr. Benedikt had been a member of our Board of Directors since
April 15, 2005 and had chaired the Technology Committee, and had also served as
our interim Chief Technology Officer.

As reported in our Current Report on Form 8-K as filed with the SEC on September
12, 2005, on September 8, 2005, each of Jed Schutz, Richard L. Ritchie and Elton
Welke informed us that they were resigning as members of our Board of Directors
effective immediately. On September 9, 2005, our Board of Directors appointed
Donald J. Hoffmann, formerly our Vice President and Chief Operating Officer, as
Chief Executive Officer and a member of our Board of Directors. We also
appointed Frederick A. Cook, Jr. as a Special Advisor to the Board of Directors.
In addition, our Board of Directors elected Bruce Newman, our former President
and Chief Executive Officer, to our Board of Directors, where he had previously
been a director until June 2005.

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

                                       12
<PAGE>

During the quarter ended September 30, 2005, we agreed with CompUSA Inc.
("CompUSA") to remove our SoftwareToGo system from 15 locations and agreed to
cooperate in expanding product selection on the remaining systems. CompUSA
currently has 10 systems in stores located in 3 markets in the United States.


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 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.

The business model differs somewhat for online and catalog retailers, including
with regard to our agreement with TigerDirect.com. 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 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.

                                       13
<PAGE>

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.



RESULTS OF OPERATIONS

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

NET LOSS FROM CONTINUING OPERATIONS. We had net losses from continuing
operations of $1,138,445 and $2,099,706 for the three months ended September 30,
2005 and 2004, respectively. During these periods, operations were financed
through various equity and debt private financing transactions.

NET SALES. Net sales for the three months ended September 30, 2005 increased
$70,103, or 99.0%, to $140,886 compared to $70,783 for the three months ended
September 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 September 30, 2005 was
$32,944, or 23.4% of net sales, as compared to $23,490, or 33.2% of net sales,
for the comparable period ended September 30, 2004. The decrease in gross profit
percentage is due to a change in our customer mix to a customer with typically
lower margins.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expense, or R&D,
decreased by $7,595 or 18.9%, from $40,282 to $32,687, for the three months
ended September 30, 2005 as compared to the same period ended September 30,
2004. This decrease is due to a reduction in the number of research and
development personnel.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased $277,389, or 20.1%, to $1,104,639 for the
three months ended September 30, 2005 from $1,382,028 for the three months ended
September 30, 2004.

Marketing expense decreased $80,752, or 63.8%, to $45,818 from $126,570 for the
three months ended September 30, 2004. This decrease is principally due to a
reduction in the amount of advertising. Depreciation and amortization expense
increased $63,148 in 2005, or 61.6%, to $165,658 from $102,510 in 2004, due
principally to the depreciation associated with fixed assets acquired during
2004 in connection with the CompUSA deployment. Salaries increased $187,116 in
2005, or 42.5%, to $627,215 from $440,099 in

                                       14
<PAGE>

2004, due primarily to the accrual of $243,750, at June 30, 2005, to be paid to
the former President and Chief Executive Officer of the Company over the 15
month period subsequent to his resignation, pursuant to his separation
agreement, offset by a reduction in personnel. Consulting expense decreased
$319,623 in 2005, or 229.7%, due principally to a reduction in the number of
consultants used in 2005.

INTEREST AND FINANCE CHARGES. Interest and finance expenses combined decreased
by $704,123, or 94.1%, to $44,101 from $748,224 for the three months ended
September 30, 2005 compared to the three months ended September 30, 2004.

Interest expense decreased $102,066, or 80.6%, to $24,622 from $126,688, 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 $602,057, or 96.9%, to $19,479 from $621,536 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 $37,300, or 78.8%, to $10,038 for the three
months ended September 30, 2005, from $47,338 for the three months ended
September 30, 2004. This decrease was primarily due to forgiveness of debt
recorded by the Company during the third quarter of 2004.



NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2004

NET LOSS FROM CONTINUING OPERATIONS. We had net losses from continuing
operations of $3,859,337 and $5,263,617 for the nine months ended September 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 nine months ended September 30, 2005 and 2004, respectively.

NET SALES. Net sales for the Nine months ended September 30, 2005 increased
$219,983, or 180.5%, to $341,857 compared to $121,874 for the Nine months ended
September 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 nine months ended September 30, 2005 was
$85,123, or 24.9% of net sales, as compared to $34,011, or 27.9% of net sales,
for the comparable period ended September 30, 2004. The decrease in gross profit
percentage is due to a change in our customer mix to a customer and products
with typically lower margins.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expense, or R&D,
increased $12,400 or 10.7%, from $115,445 to $127,845, for the nine months ended
September 30, 2005 as compared to the same period ended September 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.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $310,674, or 9.1%, to $3,730,961 for the nine
months ended September 30, 2005 from $3,420,287 for the nine months ended
September 30, 2004.

Depreciation and amortization expense increased $241,463 in 2005, or 96.4%, to
$491,866 from $250,403 in 2004, due principally to the depreciation associated
with fixed assets acquired during 2004 in connection with the CompUSA
deployment. Salaries increased $77,792 in 2005, or 6.0%, to $1,368,632 from
$1,290,839 in 2004, due primarily to the accrual of $243,750, at June 30, 2005,
to be paid to the former President and Chief Executive Officer of the Company
over the 15 month period subsequent to his resignation, pursuant to his
separation agreement, offset by a reduction in personnel.

INTEREST AND FINANCE CHARGES. Interest and finance expenses combined decreased
by $1,995,658, or 93.7%, to $133,987 from $2,129,645 for the nine months ended
September 30, 2005 as compared to the nine months ended September 30, 2004.

Interest expense decreased $570,066, or 88.3%, to $75,550 from $645,616, for
2005 as compared to 2004. The decrease in interest expense was primarily 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 $1,425,592, or 96.1%, to $58,437 from $1,484,029 for
the nine months ended September 30, 2005 as compared to the same period in 2004.
This decrease was primarily due to the balance of unamortized debt discount
being 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 $313,608, or 86.6%, to $48,334 for the nine
months ended September 30, 2005, from $361,942 for the nine months ended
September 30, 2004. This decrease was primarily due to forgiveness of debt
recorded by the Company during the second and third quarter of 2004.

                                       15
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2005, our working capital deficit amounted to $1,580,672 as
compared with working capital of $77,385 at December 31, 2004. At September 30,
2005, we had an accumulated deficit in the amount of $36,822,237. 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, 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 "June 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 has used the net proceeds
of the private offering primarily for funding of working capital.

The June Warrants had an exercise price of $1.00 per share of Common Stock at
issuance, are exercisable immediately and expire on the third year anniversary
of the initial warrant date. The exercise price of the June 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 June 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. Due to the private offering entered into during September 2005 (see
below), the Company issued an additional 2,329,174 shares of common stock and
adjusted the June Warrants' exercise price to $.336 per share pursuant to the
anti-dilution provisions of the June 2005 securities purchase agreements.

In September 2005, the Company entered into a securities purchase agreement with
an accredited investor 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 2,380,952 shares of the Company's Common
Stock, par value $0.001 per share, at $.336 per share, and warrants (the
"September Warrants") to purchase up to 2,380,952 shares of the Company's Common
Stock, for an aggregate of $800,000 ($715,260 net of finder's fee and various
other expenses). The Company has used the net proceeds of the private
offering primarily for funding of working capital.

The September Warrants have an exercise price of $.50 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 September 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 September
2006 at a price per share less than the per share price of the Common Stock
and/or the exercise price of the September 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.

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 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. On November 9, 2005, the Company and the third party formalized a
settlement terminating their relationship and have agreed to cancel the warrant
effective September 2005. Accordingly, the Company has not recorded a noncash
charge against earnings representing the value of the Warrant on the date of
issuance, calculated utilizing the Black-Scholes option-pricing model.

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<PAGE>

As of November 3, 2005, we had a cash balance of approximately $265,000. Based
upon our current cash forecast and financial condition, we will require
additional cash resources during November 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 November 2005 based
upon our 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 and 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 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 September 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 September 30, 2005 that has materially affected,
or is reasonably likely to materially affect, our internal controls over
financial reporting.

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<PAGE>

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

Upon his termination from employment, our former CEO Mark Benedikt asserted
monetary claims under his Employment Agreement with us, and by demand dated
October 19, 2005, he has sought arbitration of those claims which for purposes
of the arbitration demand he has valued at $366,978.96. Should arbitration
occur, under the terms of the Employment Agreement it must take place in
Seattle, Washington under the rules of the American Arbitration Association.
Since the filing of the arbitration demand, Mr. Benedikt has quantified his
claims at $150,000 for settlement purposes as follows: Two months' salary,
$40,000; two months' severance, $40,000; out-of-pocket expenses, $10,000; legal
fees and costs, $25,000 (if settlement can be expedited); stock options,
$35,000. We believe we have good and sufficient defenses to the majority of
these claims, and in the interest of settlement have indicated a willingness to
reimburse verifiable out-of-pocket expenses, allowance of receipt of stock
options, together with a nominal additional payment, conditioned upon such
payments being scheduled out as appropriate. Accordingly, we have recorded
charges of $40,000 for two months' severance and $10,000 for out of pocket
expenses for which management believes Mr. Benedikt is entitled to and will
likely be paid.


The case of First Providence Financial Group, LLC v. Protocall Technologies,
Inc., was filed with the American Arbitration Association on or about August 23,
2005. The Demand for Arbitration alleges that we breached a Placement Agency
Agreement between the parties dated January 26, 2000, and seeks $5 million in
damages, plus attorney's fees and costs. On or about September 9, 2005, we filed
an Answer denying the allegations of the Demand for Arbitration. We
believe it is likely we will prevail in arbitration and accordingly, we have not
recorded any charge for any potential settlement.

The case of Code Ventures LLC v. Protocall Software Delivery Systems, Inc., et
al., case number GIC 853271, was filed in the Superior Court of the State of
California, San Diego Judicial District, on or about August 31, 2005. The
Complaint asserts claims for: (i) breach of a software development agreement
between the parties dated October 13, 1999; (ii) quantum meruit; and (iii) goods
sold, and seeks damages of $200,000, plus interest, attorneys' fees, and costs.
The plaintiff also seeks a judgment declaring that it is entitled to exercise
certain options for stock in Protocall Software Delivery Systems, Inc. The
Complaint was sent to us by U.S. mail but was not otherwise served upon us. Our
management believes it is likely we will prevail and accordingly, we have not
recorded any charges for any potential settlement.


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

None

ITEM 5 - OTHER INFORMATION

None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

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

                                       18
<PAGE>

         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 July 21, 2005 regarding entry into a letter
of engagement with Trilogy Capital Partners, Inc. and related warrant.

Current Report on Form 8-K filed on August 2, 2005 regarding completion of
private placements.

Current Report on Form 8-K filed on August 2, 2005 reporting election of Elton G
Welke to Board of Directors.

Current Report on Form 8-K filed on September 12, 2005 regarding resignation of
Mark Benedikt as director and chief executive officer and appointment of
replacement chief executive officer and additional directors.

Current Report on Form 8-K filed on October 3, 2005 regarding completion of
private placement.

Current Report on Form 8-K filed on October 19, 2005 attaching a press release
regarding recent management changes.

                                       19
<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:  November 14, 2005

                           PROTOCALL TECHNOLOGIES INCORPORATED


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

                                       20