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<table border="0" width="100%" cellspacing="0" cellpadding="0" height="1">
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>UNITED STATES</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>SECURITIES AND EXCHANGE COMMISSION</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="4"><b>Washington, DC
    20549</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">Registration
    Statement</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">on Form S-8</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">Under the
    Securities Act of 1933</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="3"><strong><u>Data
    Call Technologies, Inc.</u></strong></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="2">(Exact name of
    Registrant as specified in its charter)</font></td>
  </tr>
  <tr>
    <td width="50%" height="1"><font size="2">&nbsp; </font></td>
    <td width="50%" height="1"><font size="2">&nbsp; </font></td>
  </tr>
  <tr>
    <td width="50%" height="1"><p align="center"><font face="TIMES NEW ROMAN, TIMES, SERIF"
    size="2"><u>Nevada</u></font></td>
    <td width="50%" height="1"><p align="center"><font face="TIMES NEW ROMAN, TIMES, SERIF"
    size="2"><u>30-0062823</u></font></td>
  </tr>
  <tr>
    <td width="50%" height="1"><p align="center"><font size="1">(State of Incorporation)</font></td>
    <td width="50%" height="1"><p align="center"><font size="1">(IRS Employer Identification
    Number)</font></td>
  </tr>
  <tr>
    <td width="50%" height="2"><font size="2">&nbsp;&nbsp; </font></td>
    <td width="50%" height="2"><font size="2">&nbsp; </font></td>
  </tr>
  <tr>
    <td width="50%" align="center" height="1"><font
    style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><u>700 South
    Friendswood Drive, Suite E, Friendswood, Texas</u></font></td>
    <td width="50%" height="1"><p align="center"><font face="TIMES NEW ROMAN, TIMES, SERIF"
    size="2"><u>77546</u></font></td>
  </tr>
  <tr>
    <td width="50%" align="center" height="1"><p align="center"><font size="1">(Address of
    Principal Executive Offices)</font></td>
    <td width="50%" height="1"><p align="center"><font size="1">(Zip Code)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="2"><u>2015 Employee
    Incentive Plan</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="1">(Full title of the
    plan)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><u><font size="2">Tim Vance, 700
    South Friendswood Drive, Suite E, Friendswood, TX 77546</font></u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="1">(Name, address and
    telephone number of agent for service)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="2"><u>Approximate
    Date of Commencement of Proposed Sales under the 2015 Employee Incentive Plan:</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="1">As soon as practicable after this Registration
    Statement becomes effective</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="2">Total Number of
    Pages: 11</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="1">Exhibit Index begins
    on sequentially numbered page: 3</font></td>
  </tr>
</table>

<p align="center"><font size="2">Calculation of Registration Fee</font></p>

<table border="0" width="100%" cellspacing="0" height="56">
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Title of Securities to be Registered</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Amount to be Registered</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Proposed Maximum Offering Price per Share</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Proposed Maximum Aggregate Offering Price</font></td>
    <td width="14%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"
    height="20"><font size="1">Amount of Registration Fee</font></td>
  </tr>
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">Common Stock par value $0.001</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">25,000,000</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">$0.003(2)</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">$75,000</font></td>
    <td width="14%" align="center" style="border: 1px solid rgb(0,0,0)" height="2"><font
    color="#000000" size="1">$9.68</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="5" height="1"><font size="1">(1) Pursuant to Rule 457(c), the
    registration fee is calculated on the basis of the volume based average of the high and
    low price of the Registrant's common stock on OTCBB on December 26, 2014.</font></td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center"><font size="2"><strong>PART I</strong></font></p>

<p align="center"><font size="2">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p align="left">ITEM 1. PLAN INFORMATION</p>

<p align="left">&nbsp;&nbsp;&nbsp; The documents containing the information specified in
Part I, Items 1 and 2, will be delivered to each of the participants in accordance with
Form S-8 and Rule 428 promulgated under the Securities Act of 1933.</p>

<p align="left">ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION</p>

<p align="left">&nbsp;&nbsp;&nbsp; The employees participating in the 2015 Employee
Incentive Plan shall be provided a written statement notifying them that upon written or
oral request they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (ii) other documents
required to be delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the Section 10(a)
prospectus directed in writing or orally to the Registrant's CEO or corporate secretary at
700 South Friendswood Drive, Suite E, Friendswood, TX 77546 telephone number (281) 816
3018.</p>

<p align="center"><strong>PART II</strong></p>

<p align="center">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p align="left">ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE</p>

<p align="left">&nbsp;&nbsp;&nbsp; By this reference, the following documents filed by the
Registrant with the Securities and Exchange Commission (the &quot;Commission&quot;) are
incorporated into and made a part of this Registration Statement:<br>
- Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014; June
30, 2014; and September 30, 2014, as filed with the Commission;<br>
- Registrant's Annual Report on Form 10-K for the year ended December 31, 2013, as filed
with the Commission;<br>
- The description of the Registrant's Common Stock is set forth in the Registrant's
registration statement on Form SB-2/A filed with the SEC on November 8, 2006.</p>

<p align="left">&nbsp;&nbsp;&nbsp; All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the &quot;Exchange Act&quot;), subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such documents.
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.</p>

<p align="left">ITEM 4. DESCRIPTION OF SECURITIES</p>

<p align="left">&nbsp;&nbsp;&nbsp; The Registrant's common stock is registered under
Section 12(g) of the Exchange Act. The description of the Registrant's common stock is set
forth in the Registrant's registration statement on Form SB-2/A filed with the SEC on
November 8, 2006.</p>

<p align="left">ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL</p>

<p align="left">&nbsp;&nbsp;&nbsp; None.</p>

<p align="left">ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS</p>

<p align="left">&nbsp;&nbsp;&nbsp; Section 78.7502 of the Nevada General Corporation Law
allows the Company to indemnify any person who was or is threatened to be made a party to
any threatened, pending, or completed action, suit, or proceeding by reason of the fact
that he or she is or was a director, officer, employee, or agent of the Company or is or
was serving at the request of the Company as a director, officer, employee, or agent of
any corporation, partnership, joint venture, trust or other enterprise. The Company may
advance expenses in connection with defending any such proceeding, provided the indemnitee
undertakes to pay any amounts if it is later determined that the person was not entitled
to be indemnified by the Company.</p>

<p align="left">&nbsp;&nbsp;&nbsp; Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, offices or controlling persons of
the Company, pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 hereunder, the Company 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.</p>

<p align="left">ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</p>

<p align="left">&nbsp;&nbsp;&nbsp; Not applicable.</p>

<p align="left">ITEM 8. EXHIBITS</p>

<p align="left">Exhibit No.&nbsp;&nbsp;&nbsp; Description of Exhibits<br>
5.1&nbsp;&nbsp;&nbsp; Opinion of Thomas J. Craft, Jr., Esq., regarding legality of the
securities, filed herewith.<br>
23.1&nbsp;&nbsp;&nbsp; Consent of Thomas J. Craft, Jr., Esq., contained in Exhibit 5.1
filed herewith.<br>
23.2&nbsp;&nbsp;&nbsp; Consent of M&amp;K CPAS, PLLC, Certified Public Accountants, filed
herewith.<br>
99.1&nbsp;&nbsp;&nbsp; 2015 Employee Incentive Plan. filed herewith.</p>

<p align="left">ITEM 9. UNDERTAKINGS<br>
(a) The undersigned Registrant hereby undertakes:<br>
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:<br>
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;<br>
(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; and<br>
(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 (1)(i) and
(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 Securities and Exchange Commission by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.<br>
(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.<br>
(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:<br>
(i) 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; and<br>
(ii) Insofar as indemnification for liabilities arising under the Securities Act of 1933
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 against the registrant 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.<br>
(b) Filings incorporating subsequent Exchange Act documents by reference.<br>
The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's Annual Report
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's Annual Report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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.<br>
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
above-described provisions or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as expressed in
the Securities act of 1933 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 of
1933 and will be governed by the final adjudication of such issue.</p>

<p align="center">SIGNATURES</p>

<p align="left">Pursuant to the requirements of the Securities Act of 1933, 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 on this December 30, 2014.<br>
<br>
Data Call Technologies, Inc.<br>
/s/ Timothy E. Vance<br>
Timothy E. Vance, CEO</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="left">Exhibit 5.1</p>

<p align="center"><strong>Thomas J. Craft, Jr., Esq.<br>
</strong>5420 North Ocean Drive, Suite 2102<br>
Singer Island, FL 33404<br>
Phone: (561) 317-7036</p>

<p align="right">December 29, 2014</p>

<p align="left">U.S. Securities and Exchange Commission<br>
100 F Street, NW<br>
Washington, DC 20549<br>
<br>
Re:&nbsp;&nbsp;&nbsp; Data Call Technologies, Inc.<br>
&nbsp;&nbsp;&nbsp; Commission File No. 000-54696<br>
&nbsp;&nbsp;&nbsp; Registration Statement on Form S-8</p>

<p align="left">Ladies and Gentlemen: </p>

<p align="left">&nbsp;&nbsp;&nbsp; As counsel to Data Call Technologies, Inc., a Nevada
corporation (the &#147;Company&#148;), I am familiar with the registration statement on
Form S-8 (the &#147;Registration Statement&#148;) being filed by the Company with the
Securities and Exchange Commission (the &#147;Commission&#148;) under the Securities Act
of 1933, as amended (the &#147;Act&#148;), on the date hereof. The Registration Statement
relates to the registration by the Company of 25,000,000 shares (the &#147;Shares&#148;)
of its common stock, $0.0001 par value (&#147;Common Stock&#148;), pursuant to the
Company's 2015 Employee Incentive Plan (the &quot;Plan&quot;). <br>
<br>
&nbsp;&nbsp;&nbsp; In arriving at the opinion expressed below, I have examined and relied
on the Certificate of Incorporation and By-Laws of the Company, each as amended and
restated to date, the records of meetings and consents of the Board of Directors and
stockholders of the Company provided to my firm by the Company, the Registration Statement
and the Plan. In addition, I have examined and relied on the originals or copies certified
or otherwise identified to my satisfaction of all such corporate records of the Company
and such other instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and I have made such examination of
law, as I have deemed appropriate as a basis for the opinion expressed below. Further, I
assume that all Shares to be granted or issued pursuant to the Plan will be issued in
accordance with the applicable terms of the Plan and that the Shares will be issued for
valid consideration equal to or in excess of the par value thereof. <br>
<br>
&nbsp;&nbsp;&nbsp; In rendering the opinion expressed below, I express no opinion other
than as to the federal laws of the United States, the Nevada Revised Statutes, including
the statutory provisions contained therein, and the reported judicial decisions
interpreting these provisions. <br>
<br>
&nbsp;&nbsp;&nbsp; Based upon and subject to the foregoing and the other matters set forth
herein, it is my opinion that the Shares, when issued and delivered pursuant to the Plan
will be validly issued, fully-paid and nonassessable. This opinion is to be used only in
connection with the Shares issued pursuant to the Registration Statement while the
Registration Statement is in effect. This opinion is being delivered solely for the
benefit of the Company and such other persons as are entitled to rely upon it pursuant to
the applicable provisions of the Act. This opinion may not be used, quoted, relied upon or
referred to for any other purpose nor may this opinion be used, quoted, relied upon or
referred to by any other person, for any purpose, without my prior written consent. <br>
<br>
&nbsp;&nbsp;&nbsp; Please note that I am opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.&nbsp; I hereby
consent to the filing of this opinion as an exhibit to the Registration Statement in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and to
the reference to our firm under the caption, &#147;Interests of Named Experts and
Counsel.&#148; In giving such consent, I do not admit that I am in the category of persons
whose consent is required under Section 7 of the Act or the rules and regulations of the
Commission. <br>
<br>
Very truly yours,<br>
<br>
/s/Thomas J. Craft, Jr.<br>
Thomas J. Craft, Jr., Esq.</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="left">Exhibit 23.1</p>

<p align="left">(Contained in Opinion-Exhibit 5.1)<br>
</p>

<p align="center">&nbsp;</p>
</div></font>
</body>
</html>
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{"company-data": {"conformed-name": "Data Call Technologies", "cik": "0001321828", "assigned-sic": "7389", "irs-number": "300062823"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-201306", "film-number": "141315948"}, "business-address": {"street1": "600 KENRICK, SUITE B-12", "city": "HOUSTON", "state": "TX", "zip": "77060", "phone": "866-219-2025"}, "mail-address": {"street1": "600 KENRICK, SUITE B-12", "city": "HOUSTON", "state": "TX", "zip": "77060"}}
dclt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
    20549
Registration
    Statement
on Form S-8
Under the
    Securities Act of 1933
Data
    Call Technologies, Inc.
(Exact name of
    Registrant as specified in its charter)
Nevada
30-0062823
(State of Incorporation)
(IRS Employer Identification
    Number)
700 South
    Friendswood Drive, Suite E, Friendswood, Texas
77546
(Address of
    Principal Executive Offices)
(Zip Code)
2015 Employee
    Incentive Plan
(Full title of the
    plan)
Tim Vance, 700
    South Friendswood Drive, Suite E, Friendswood, TX 77546
(Name, address and
    telephone number of agent for service)
Approximate
    Date of Commencement of Proposed Sales under the 2015 Employee Incentive Plan:
As soon as practicable after this Registration
    Statement becomes effective
Total Number of
    Pages: 11
Exhibit Index begins
    on sequentially numbered page: 3
Calculation of Registration Fee
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock par value $0.001
25,000,000
$0.003(2)
$75,000
$9.68
(1) Pursuant to Rule 457(c), the
    registration fee is calculated on the basis of the volume based average of the high and
    low price of the Registrant's common stock on OTCBB on December 26, 2014.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION
The documents containing the information specified in
Part I, Items 1 and 2, will be delivered to each of the participants in accordance with
Form S-8 and Rule 428 promulgated under the Securities Act of 1933.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The employees participating in the 2015 Employee
Incentive Plan shall be provided a written statement notifying them that upon written or
oral request they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (ii) other documents
required to be delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the Section 10(a)
prospectus directed in writing or orally to the Registrant's CEO or corporate secretary at
700 South Friendswood Drive, Suite E, Friendswood, TX 77546 telephone number (281) 816
3018.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
By this reference, the following documents filed by the
Registrant with the Securities and Exchange Commission (the "Commission") are
incorporated into and made a part of this Registration Statement:
- Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014; June
30, 2014; and September 30, 2014, as filed with the Commission;
- Registrant's Annual Report on Form 10-K for the year ended December 31, 2013, as filed
with the Commission;
- The description of the Registrant's Common Stock is set forth in the Registrant's
registration statement on Form SB-2/A filed with the SEC on November 8, 2006.
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such documents.
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
The Registrant's common stock is registered under
Section 12(g) of the Exchange Act. The description of the Registrant's common stock is set
forth in the Registrant's registration statement on Form SB-2/A filed with the SEC on
November 8, 2006.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.7502 of the Nevada General Corporation Law
allows the Company to indemnify any person who was or is threatened to be made a party to
any threatened, pending, or completed action, suit, or proceeding by reason of the fact
that he or she is or was a director, officer, employee, or agent of the Company or is or
was serving at the request of the Company as a director, officer, employee, or agent of
any corporation, partnership, joint venture, trust or other enterprise. The Company may
advance expenses in connection with defending any such proceeding, provided the indemnitee
undertakes to pay any amounts if it is later determined that the person was not entitled
to be indemnified by the Company.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, offices or controlling persons of
the Company, pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 hereunder, the Company 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit No.    Description of Exhibits
5.1    Opinion of Thomas J. Craft, Jr., Esq., regarding legality of the
securities, filed herewith.
23.1    Consent of Thomas J. Craft, Jr., Esq., contained in Exhibit 5.1
filed herewith.
23.2    Consent of M&K CPAS, PLLC, Certified Public Accountants, filed
herewith.
99.1    2015 Employee Incentive Plan. filed herewith.
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;
(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; and
(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 (1)(i) and
(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 Securities and Exchange Commission by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the 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:
(i) 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; and
(ii) Insofar as indemnification for liabilities arising under the Securities Act of 1933
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 against the registrant 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.
(b) Filings incorporating subsequent Exchange Act documents by reference.
The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's Annual Report
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's Annual Report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
above-described provisions or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as expressed in
the Securities act of 1933 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 of
1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 on this December 30, 2014.
Data Call Technologies, Inc.
/s/ Timothy E. Vance
Timothy E. Vance, CEO
Exhibit 5.1
Thomas J. Craft, Jr., Esq.
5420 North Ocean Drive, Suite 2102
Singer Island, FL 33404
Phone: (561) 317-7036
December 29, 2014
U.S. Securities and Exchange Commission
100 F Street, NW
Washington, DC 20549
Re:    Data Call Technologies, Inc.
Commission File No. 000-54696
Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel to Data Call Technologies, Inc., a Nevada
corporation (the "Company"), I am familiar with the registration statement on
Form S-8 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), on the date hereof. The Registration Statement
relates to the registration by the Company of 25,000,000 shares (the "Shares")
of its common stock, $0.0001 par value ("Common Stock"), pursuant to the
Company's 2015 Employee Incentive Plan (the "Plan").
In arriving at the opinion expressed below, I have examined and relied
on the Certificate of Incorporation and By-Laws of the Company, each as amended and
restated to date, the records of meetings and consents of the Board of Directors and
stockholders of the Company provided to my firm by the Company, the Registration Statement
and the Plan. In addition, I have examined and relied on the originals or copies certified
or otherwise identified to my satisfaction of all such corporate records of the Company
and such other instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and I have made such examination of
law, as I have deemed appropriate as a basis for the opinion expressed below. Further, I
assume that all Shares to be granted or issued pursuant to the Plan will be issued in
accordance with the applicable terms of the Plan and that the Shares will be issued for
valid consideration equal to or in excess of the par value thereof.
In rendering the opinion expressed below, I express no opinion other
than as to the federal laws of the United States, the Nevada Revised Statutes, including
the statutory provisions contained therein, and the reported judicial decisions
interpreting these provisions.
Based upon and subject to the foregoing and the other matters set forth
herein, it is my opinion that the Shares, when issued and delivered pursuant to the Plan
will be validly issued, fully-paid and nonassessable. This opinion is to be used only in
connection with the Shares issued pursuant to the Registration Statement while the
Registration Statement is in effect. This opinion is being delivered solely for the
benefit of the Company and such other persons as are entitled to rely upon it pursuant to
the applicable provisions of the Act. This opinion may not be used, quoted, relied upon or
referred to for any other purpose nor may this opinion be used, quoted, relied upon or
referred to by any other person, for any purpose, without my prior written consent.
Please note that I am opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.  I hereby
consent to the filing of this opinion as an exhibit to the Registration Statement in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and to
the reference to our firm under the caption, "Interests of Named Experts and
Counsel." In giving such consent, I do not admit that I am in the category of persons
whose consent is required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,
/s/Thomas J. Craft, Jr.
Thomas J. Craft, Jr., Esq.
Exhibit 23.1
(Contained in Opinion-Exhibit 5.1)