AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 2006
                                                REGISTRATION STATEMENT NO. 333 -
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                       PROTOCALL TECHNOLOGIES INCORPORATED
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             NEVADA                                      41-2033500
----------------------------------           ----------------------------------
 (State or other jurisdiction of                       (IRS Employer
 incorporation or organization)                    Identification Number)

                                  47 MALL DRIVE
                          COMMACK, NEW YORK 11725-5717
                 ----------------------------------------------
                    (Address of Principal Executive Offices)



                            2000 STOCK INCENTIVE PLAN
                             2004 STOCK OPTION PLAN

         --------------------------------------------------------------
                            (Full title of the Plan)
                                -----------------

                                  BRUCE NEWMAN
                             CHIEF EXECUTIVE OFFICER
                       PROTOCALL TECHNOLOGIES INCORPORATED
                                  47 MALL DRIVE
                          COMMACK, NEW YORK 11725-5717
                 ----------------------------------------------
                     (Name and address of agent for service)

                                 (631) 543-3655
                 ----------------------------------------------
           Telephone number, including area code, of agent for service


                                    COPY TO:
                             GREENBERG TRAURIG, LLP
                                METLIFE BUILDING
                                 200 PARK AVENUE
                            NEW YORK, NEW YORK 10166
                                 (212) 801-9200
                              (212) 801-6400 (FAX)
                       ATTENTION: SPENCER G. FELDMAN, ESQ.


<PAGE>


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
================================= ==================== =================== ================= ========================
                                     AMOUNT TO BE       PROPOSED MAXIMUM       PROPOSED
      TITLE OF SECURITIES            REGISTERED(1)       OFFERING PRICE        MAXIMUM              AMOUNT OF
        TO BE REGISTERED                                   PER SHARE          AGGREGATE         REGISTRATION FEE
                                                                            OFFERING PRICE
--------------------------------- -------------------- ------------------- ----------------- ------------------------

<S>                                 <C>                     <C>              <C>                       <C>
Common Stock, par value $0.001       2,075,651 (2)          $0.12(4)         $249,078.12               $26.65
   per share
--------------------------------- -------------------- ------------------- ----------------- ------------------------

Common Stock, par value $0.001      19,000,000 (3)          $0.12(4)          $2,280,000              $243.96
   per share
--------------------------------- -------------------- ------------------- ----------------- ------------------------

</TABLE>

(1)   Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
      "Securities Act"), this registration statement shall also cover any
      additional shares of Common Stock which become issuable under the
      Registrant's 2000 Stock Incentive Plan and 2004 Stock Option Plan by
      reason of any stock dividend, stock split, recapitalization or other
      similar transaction effected without the receipt of consideration which
      results in an increase in the number of our outstanding shares of Common
      Stock.

(2)   Represents  the number of shares of common stock, $0.001 par value per
      share ("Common  Stock"), available to be issued under the Registrant's
      2000 Stock Incentive Plan.

(3)   Represents the number of shares of Common Stock available to be issued
      under the Registrant's 2004 Stock Option Plan. (4) Estimated solely for
      the purpose of calculating the registration fee pursuant to Rules 457(c)
      and 457(h) of the Securities Act of 1933, as amended, and based upon the
      average of the high and low price of the Registrant's common stock as
      reported on the NASD's OTC Bulletin Board on December 20, 2006.


<PAGE>


          PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The information specified by Items 1 and 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 of the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
Note to Part I of Form S-8.

         The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule 428(b)
of the Securities Act. Such documents and the documents incorporated by
reference herein pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.


           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by Protocall
Technologies Incorporated (the "Registrant") with the U.S. Securities and
Exchange Commission (the "Commission"), are hereby incorporated by reference
into this registration statement:

         (a)  Registrant's Annual Report on Form 10-KSB for the fiscal year
              ended December 31, 2005, filed on May 25, 2006;

         (b)  all other reports filed with the Commission pursuant to Section
              13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
              (the "Exchange Act") since the end of the Registrant's fiscal
              year covered by the report referred to in (a) above; and

         (c)  the description of the Registrant's common stock contained in
              Item 5, "Other Events and Required FD Disclosure" in the
              Registrant's Current Report on Form 8-K, dated July 22, 2004 and
              filed with the Commission on August 6, 2004.

         In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Articles of Incorporation and Bylaws provide for the
indemnification of a present or former director or officer. The Registrant
indemnifies any of its directors, officers, employees or agents who are
successful on the merits or otherwise in defense of any action or suit. Such
indemnification shall include expenses, including attorney's fees actually or
reasonably incurred by the director or officer. Nevada law also provides for
discretionary indemnification for each person who serves as or at the
Registrant's request as one of its officers or directors. The Registrant may
indemnify such individuals against all costs, expenses and liabilities incurred
in a threatened, pending or completed action, suit or proceeding brought because
such individual is one of the Registrant's directors or officers. Such
individual must have conducted himself in good faith and reasonably


<PAGE>


believed that his conduct was in, or not opposed to, the Registrant's best
interests. In a criminal action, he must not have had a reasonable cause to
believe his conduct was unlawful.

         NEVADA LAW. Pursuant to the provisions of Nevada Revised Statutes (the
"NRS"), Section 78.7502 of the NRS provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person is liable pursuant to NRS 78.138 or
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, or that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.

         Section 78.7502 of the NRS further provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement and attorneys'
fees actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he: (a) is not liable pursuant to NRS
78.138; or (b) acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

         Finally, Section 78.7502 of the NRS provides that to the extent that a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter therein, the
corporation shall indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

         The exhibits listed in the Index of Exhibits of this Registration
Statement are filed herewith or are incorporated by reference to other filings.

ITEM 9.  UNDERTAKINGS

(a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933 (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement.


<PAGE>


         Notwithstanding the foregoing, any increase or decrease in volume of
         securities offered (if the total dollar value of securities offered
         would not exceed that which was registered) and any deviation from the
         low or high end of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the Commission pursuant
         to Rule 424(b) if, in the aggregate, the changes in volume and price
         represent not more than a 20 percent change in the maximum aggregate
         offering price set forth in the "Calculation of Registration Fee"
         table in the effective registration statement;

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.

         (2)      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Commack, State of New York, on this 26th day of
December 2006.

                                  PROTOCALL TECHNOLOGIES INCORPORATED



                                  By:/s/ Bruce Newman
                                     -------------------------------------------
                                     Bruce Newman
                                     Chief Executive Officer
                                     (Principal Executive Officer and Principal
                                     Financial or Accounting Officer)



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce Newman his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the U.S. Securities and Exchange Commission, and
any other regulatory authority, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.

                              --------------------

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         SIGNATURE                      CAPACITY                   DATE
         ---------                      --------                   ----


/s/ Peter Greenfield
--------------------------        Chairman of the Board       December 26, 2006
Peter Greenfield


/s/ Bruce Newman
--------------------------        Director                    December 26, 2006
Bruce Newman


<PAGE>


                                INDEX OF EXHIBITS

     EXHIBIT
     NUMBER                                                     DESCRIPTION
     ------                                                     -----------
      4.1          2000 Stock Incentive Plan.(1)
      4.2          2004 Stock Option Plan.(2)
      5.1*         Opinion of Greenberg Traurig, LLP.
     23.1*         Consent of Eisner LLP.
     23.2*         Consent of Greenberg Traurig, LLP (included in the opinion
                   filed as Exhibit 5.1).
     24.1*         Power of Attorney (set forth on the signature page of the
                   Registration Statement).

---------------------
* Filed herewith.

(1)      Incorporated by reference to the exhibits filed with the Registration
         Statement on Form SB-2 (filed with the SEC on January 13, 2005).

(2)      Incorporated by reference to the exhibits filed with the Current Report
         on Form 8-K, dated July 22, 2004 (filed with the SEC on
         August 6, 2004).
[{"type": "S-8", "sequence": "1", "filename": "d237109521.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21095}]
{"company-data": {"conformed-name": "PROTOCALL TECHNOLOGIES INC", "cik": "0001171180", "assigned-sic": "7389", "irs-number": "412033500", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-139687", "film-number": "061300024"}, "business-address": {"street1": "47 MALL DRIVE", "city": "COMMACK", "state": "NY", "zip": "11725", "phone": "6315433655"}, "mail-address": {"street1": "47 MALL DRIVE", "city": "COMMACK", "state": "NY", "zip": "11725"}, "former-company": [{"former-conformed-name": "Protocall Technologies INC", "date-changed": "20040813"}, {"former-conformed-name": "QUALITY EXCHANGE INC", "date-changed": "20020415"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 2006
                                                REGISTRATION STATEMENT NO. 333 -
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                       PROTOCALL TECHNOLOGIES INCORPORATED
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             NEVADA                                      41-2033500
----------------------------------           ----------------------------------
 (State or other jurisdiction of                       (IRS Employer
 incorporation or organization)                    Identification Number)

                                  47 MALL DRIVE
                          COMMACK, NEW YORK 11725-5717
                 ----------------------------------------------
                    (Address of Principal Executive Offices)

                            2000 STOCK INCENTIVE PLAN
                             2004 STOCK OPTION PLAN

         --------------------------------------------------------------
                            (Full title of the Plan)
                                -----------------

                                  BRUCE NEWMAN
                             CHIEF EXECUTIVE OFFICER
                       PROTOCALL TECHNOLOGIES INCORPORATED
                                  47 MALL DRIVE
                          COMMACK, NEW YORK 11725-5717
                 ----------------------------------------------
                     (Name and address of agent for service)

                                 (631) 543-3655
                 ----------------------------------------------
           Telephone number, including area code, of agent for service

                                    COPY TO:
                             GREENBERG TRAURIG, LLP
                                METLIFE BUILDING
                                 200 PARK AVENUE
                            NEW YORK, NEW YORK 10166
                                 (212) 801-9200
                              (212) 801-6400 (FAX)
                       ATTENTION: SPENCER G. FELDMAN, ESQ.
CALCULATION OF REGISTRATION FEE
================================= ==================== =================== ================= ========================
                                     AMOUNT TO BE       PROPOSED MAXIMUM       PROPOSED
      TITLE OF SECURITIES            REGISTERED(1)       OFFERING PRICE        MAXIMUM              AMOUNT OF
        TO BE REGISTERED                                   PER SHARE          AGGREGATE         REGISTRATION FEE
                                                                            OFFERING PRICE
--------------------------------- -------------------- ------------------- ----------------- ------------------------
Common Stock, par value $0.001       2,075,651 (2)          $0.12(4)         $249,078.12               $26.65
   per share
--------------------------------- -------------------- ------------------- ----------------- ------------------------

Common Stock, par value $0.001      19,000,000 (3)          $0.12(4)          $2,280,000              $243.96
   per share
--------------------------------- -------------------- ------------------- ----------------- ------------------------
(1)   Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
      "Securities Act"), this registration statement shall also cover any
      additional shares of Common Stock which become issuable under the
      Registrant's 2000 Stock Incentive Plan and 2004 Stock Option Plan by
      reason of any stock dividend, stock split, recapitalization or other
      similar transaction effected without the receipt of consideration which
      results in an increase in the number of our outstanding shares of Common
      Stock.

(2)   Represents  the number of shares of common stock, $0.001 par value per
      share ("Common  Stock"), available to be issued under the Registrant's
      2000 Stock Incentive Plan.

(3)   Represents the number of shares of Common Stock available to be issued
      under the Registrant's 2004 Stock Option Plan. (4) Estimated solely for
      the purpose of calculating the registration fee pursuant to Rules 457(c)
      and 457(h) of the Securities Act of 1933, as amended, and based upon the
      average of the high and low price of the Registrant's common stock as
      reported on the NASD's OTC Bulletin Board on December 20, 2006.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The information specified by Items 1 and 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 of the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
Note to Part I of Form S-8.

         The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule 428(b)
of the Securities Act. Such documents and the documents incorporated by
reference herein pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by Protocall
Technologies Incorporated (the "Registrant") with the U.S. Securities and
Exchange Commission (the "Commission"), are hereby incorporated by reference
into this registration statement:

         (a)  Registrant's Annual Report on Form 10-KSB for the fiscal year
              ended December 31, 2005, filed on May 25, 2006;

         (b)  all other reports filed with the Commission pursuant to Section
              13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
              (the "Exchange Act") since the end of the Registrant's fiscal
              year covered by the report referred to in (a) above; and

         (c)  the description of the Registrant's common stock contained in
              Item 5, "Other Events and Required FD Disclosure" in the
              Registrant's Current Report on Form 8-K, dated July 22, 2004 and
              filed with the Commission on August 6, 2004.

         In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Articles of Incorporation and Bylaws provide for the
indemnification of a present or former director or officer. The Registrant
indemnifies any of its directors, officers, employees or agents who are
successful on the merits or otherwise in defense of any action or suit. Such
indemnification shall include expenses, including attorney's fees actually or
reasonably incurred by the director or officer. Nevada law also provides for
discretionary indemnification for each person who serves as or at the
Registrant's request as one of its officers or directors. The Registrant may
indemnify such individuals against all costs, expenses and liabilities incurred
in a threatened, pending or completed action, suit or proceeding brought because
such individual is one of the Registrant's directors or officers. Such
individual must have conducted himself in good faith and reasonably
believed that his conduct was in, or not opposed to, the Registrant's best
interests. In a criminal action, he must not have had a reasonable cause to
believe his conduct was unlawful.

         NEVADA LAW. Pursuant to the provisions of Nevada Revised Statutes (the
"NRS"), Section 78.7502 of the NRS provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person is liable pursuant to NRS 78.138 or
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, or that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.

         Section 78.7502 of the NRS further provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement and attorneys'
fees actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he: (a) is not liable pursuant to NRS
78.138; or (b) acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

         Finally, Section 78.7502 of the NRS provides that to the extent that a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter therein, the
corporation shall indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS

         The exhibits listed in the Index of Exhibits of this Registration
Statement are filed herewith or are incorporated by reference to other filings.

ITEM 9.  UNDERTAKINGS

(a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933 (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
         securities offered (if the total dollar value of securities offered
         would not exceed that which was registered) and any deviation from the
         low or high end of the estimated maximum offering range may be
         reflected in the form of prospectus filed with the Commission pursuant
         to Rule 424(b) if, in the aggregate, the changes in volume and price
         represent not more than a 20 percent change in the maximum aggregate
         offering price set forth in the "Calculation of Registration Fee"
         table in the effective registration statement;

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the registration
         statement or any material change to such information in the
         registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this registration statement.

         (2)      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Commack, State of New York, on this 26th day of
December 2006.

                                  PROTOCALL TECHNOLOGIES INCORPORATED

                                  By:/s/ Bruce Newman
                                     -------------------------------------------
                                     Bruce Newman
                                     Chief Executive Officer
                                     (Principal Executive Officer and Principal
                                     Financial or Accounting Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bruce Newman his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the U.S. Securities and Exchange Commission, and
any other regulatory authority, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.

                              --------------------

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         SIGNATURE                      CAPACITY                   DATE
         ---------                      --------                   ----

/s/ Peter Greenfield
--------------------------        Chairman of the Board       December 26, 2006
Peter Greenfield

/s/ Bruce Newman
--------------------------        Director                    December 26, 2006
Bruce Newman
INDEX OF EXHIBITS

     EXHIBIT
     NUMBER                                                     DESCRIPTION
     ------                                                     -----------
      4.1          2000 Stock Incentive Plan.(1)
      4.2          2004 Stock Option Plan.(2)
      5.1*         Opinion of Greenberg Traurig, LLP.
     23.1*         Consent of Eisner LLP.
     23.2*         Consent of Greenberg Traurig, LLP (included in the opinion
                   filed as Exhibit 5.1).
     24.1*         Power of Attorney (set forth on the signature page of the
                   Registration Statement).

---------------------
* Filed herewith.

(1)      Incorporated by reference to the exhibits filed with the Registration
         Statement on Form SB-2 (filed with the SEC on January 13, 2005).

(2)      Incorporated by reference to the exhibits filed with the Current Report
         on Form 8-K, dated July 22, 2004 (filed with the SEC on
         August 6, 2004).