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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
PROTOCALL TECHNOLOGIES INCORPORATED
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 41-2033500
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(State or Other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) Number)
47 MALL DRIVE, COMMACK, NEW YORK 11725-5717
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(Address of Principal Executive Office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be registered Name of exchange on which each
class is to be registered
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following: [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following: [X]
Securities Act registration statement file number to which this form relates:
333-86498
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the Common Stock being registered pursuant to this
Registration Statement is contained in Item 5, "Other Events and Required FD
Disclosure" in the Registrant's Current Report on Form 8-K, as filed with the
U.S. Securities and Exchange Commission on August 6, 2004. The Current Report is
incorporated herein by reference in response to this Item.
ITEM 2. EXHIBITS
The following exhibits required in accordance with Part I to the
Instructions as to Exhibits on Form 8-A have been included as exhibits to this
Registration Statement:
3.1 Articles of Incorporation of Quality Exchange, Inc., filed with the
Nevada Secretary of State on June 3, 1998. (1)
3.2 Certificate of Amendment to Articles of Incorporation of Quality
Exchange, Inc., filed with the Nevada Secretary of State on May 19,
2004.
3.3 Certificate of Amendment to Articles of Incorporation of Quality
Exchange, Inc., filed with the Nevada Secretary of State on July 22,
2004.
3.4 Bylaws of Quality Exchange, Inc., adopted on June 17, 1998. (1)
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(1) Incorporated by reference to the Registration Statement on Form SB-2,
filed with the SEC on April 17, 2002.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this registration
statement on Form 8-A to be signed on its behalf by the undersigned, thereto
duly authorized.
Dated: January 7, 2005
PROTOCALL TECHNOLOGIES INCORPORATED
By: /s/ Bruce Newman
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Bruce Newman
President and Chief Executive Officer
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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3.2 Certificate of Amendment to Articles of Incorporation of
Quality Exchange, Inc., filed with the Nevada Secretary of
State on May 19, 2004.
3.3 Certificate of Amendment to Articles of Incorporation of
Quality Exchange, Inc., filed with the Nevada Secretary of
State on July 22, 2004.