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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 
 FORM 10-K/A-1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2008
 COMMISSION FILE NO. 0-27160
 
 CALL NOW, INC.
  NEVADA
    
    65-0337175(State of Incorporation)
    
    (IRS Employer Identification No.)
 
 
 Registrants Telephone No. (210) 651-7145
 Securities registered pursuant to Section 12(b) of the Act:
 Securities registered pursuant to Section 12(g) of the Act:
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller Reporting Company þ o þ




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##### 



PART IITEM 1.
    
    BUSINESS
    
    
    3ITEM 1A.
    
    RISK FACTORS
    
    
    5ITEM 2.
    
    PROPERTIES
    
    
    7ITEM 3.
    
    LEGAL PROCEEDINGS
    
    
    7ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    7PART IIITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    8ITEM 6.
    
    SELECTED FINANCIAL DATA
    
    
    8ITEM 7.
    
    MANAGEMENTS DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
    
    
    8ITEM 7A.
    
    QUANTATATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
    
    
    15ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
    
    
    15ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
    
    
    16ITEM 9A(T).
    
    CONTROLS AND PROCEDURES
    
    
    16ITEM 9B.
    
    OTHER INFORMATION
    
    
    16PART IIIITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
    
    
    17ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    
    17ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
    
    
    19ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCE
    
    
    19ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    20PART IVITEM 15.
    
    EXHIBITS
    
    
    22SIGNATURES
    
    
    
    
    24EX-21.1EX-31.1EX-32.1
  Special Note Regarding Forward-Looking Statements
  
    
    concentration of operations in our subsidiary
    
    concentration of assets one investment
    
    limited liquidity available in the secondary market for shareholders
    
    unresolved Internal Revenue Service examination
    
    general economic conditions
  2




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Explanatory Note
  
 PART I
 
 ITEM 1. BUSINESS.
 HISTORY AND DEVELOPMENTS DURING THE LAST THREE YEARS
   Bonds
 Bonds
   3




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4




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EMPLOYEES
  AVAILABLE INFORMATION
  
 ITEM 1A. RISK FACTORS.
  Risks Related to Our Business
 Concentration of Operations of Subsidiary
  5




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Concentration of Assets
  Limited Liquidity Available in the Secondary Market
  Internal Revenue Service Examination
   General Economic Conditions
  Investment Company Act
  Risks Related to Our Common Stock
 Stock Price Volatility
  6




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Control by a Single Shareholder
  Our liquidity and capital resources may be adversely affected by our margin loan
  
 ITEM 2. PROPERTIES.
    
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  7




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS,
AND ISSUER PURCHASES OF EQUITY SECURITIES
  FISCAL YEAR 2007
    
    HIGH BID
    
    LOW BID1st Quarter
    
    $
    14.95
    
    
    $
    7.002nd Quarter
    
    
    16.90
    
    
    
    11.003rd Quarter
    
    
    17.00
    
    
    
    7.004th Quarter
    
    
    17.00
    
    
    
    7.10
 FISCAL YEAR 2008
    
    HIGH BID
    
    LOW BID1st Quarter
    
    $
    17.00
    
    
    $
    7.102nd Quarter
    
    
    15.00
    
    
    
    .103rd Quarter
    
    
    7.50
    
    
    
    .104th Quarter
    
    
    7.00
    
    
    
    .50
  Issuer Purchases of Equity Securities
  (c)
    
    (d)(a)
    
    (b)
    
    Total number of shares
    
    Maximum number (or approximateTotal number
    
    Average
    
    purchased as part of
    
    dollar value) of shares that may yetof shares
    
    price paid
    
    publicly announced plans or
    
    be purchased under the plans orPeriod
    
    purchased
    
    per share
    
    programs
    
    programsSeptember
26, 2008
    
    261,852 shares(1)
    
    $
    10.10
    
    
    
    0
    
    
    
    0
 
 (1)
    
    These shares were purchased privately from Christopher J. Hall for cash and securities. See
Item 13 herein for further information about this transaction. 
 ITEM 6. SELECTED FINANCIAL DATA.
  
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS.
 Retama Park Racetrack
 Management
  8




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Bonds
 Bonds
   Senior
    
    SubordinateRetama Development Corporation Special
    
    Series A Bonds
    
    Series B BondsFacilities Revenue Bonds, Dated 1997
    
    7% due 9/1/33
    
    8% due 9/1/33Total Bonds Outstanding at December 31, 2008
    
    $
    6,250,000
    
    
    $
    86,925,000Bonds owned by Call Now, Inc. at December 31, 2008
    
    $
    145,000
    
    
    $
    43,962,500Cost Basis of bonds owned by Call Now, Inc. at December 31, 2008
    
    $
    30,083
    
    
    $
    1,077,083Carrying Value of Call Now, Inc. position at December 31,
2008 as reported on the balance sheet
    
    $
    145,000
    
    
    $
    -0-
  9/1/09
    
    $
    100,0009/1/10
    
    $
    105,0009/1/11
    
    $
    115,0009/1/12
    
    $
    120,0009/1/13
    
    $
    130,000
  Business
 Business
 9




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Penson Worldwide, Inc.
      10




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The Estates at Canyon Ridge
   The Cambridge at Auburn
  TNO Holdings, LLC
  11




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Investment Company Act
     Critical Accounting Policies and Estimates
 General
  Valuation of Marketable Securities
  12




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Valuation of Penson Worldwide, Inc. Common Stock
  Income Taxes
  Accounting for
Uncertainty in Income Taxes, Accounting for Income Taxes,
 YEAR ENDED DECEMBER 31, 2008 COMPARED TO 2007
 RESULTS OF OPERATIONS
 a. Revenues and Other Income
 Revenue
 Management
 Interest Income
  b. Expenses
 Cost and Other Expenses of Revenues
 13




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Income Tax
  Other Comprehensive Income
  LIQUIDITY AND CAPITAL RESOURCES
      OFF-BALANCE SHEET ARRANGEMENTS
  14




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ITEM 7A. QUANTATATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.
 Report of Independent Registered Public Accounting Firm
    
    F-1Consolidated Balance Sheets, December 31, 2008 and 2007
    
    F-2Consolidated Statements of Operations, years ended December 31, 2008 and 2007
    
    F-3Consolidated Statements of Changes in Stockholders Equity, years ended December 31, 2008 and 2007
    
    F-4Consolidated Statements of Cash Flows, years ended December 31, 2008 and 2007
    
    F-5Notes to Consolidated Financial Statements
    
    F-6
 15




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     /s/ Akin, Doherty, Klein & Feuge, P.C.Akin, Doherty, Klein & Feuge, P.C.San Antonio, TexasMarch 20, 2009 F-1




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CALL NOW, INC. AND SUBSIDIARY  Consolidated Balance Sheets
 December 31,
    
    
    December 31,2008
    
    
    2007ASSETSCurrent Assets:Cash and equivalents
    
    $
    88,837
    
    
    $
    231,030Accounts receivable
    
    
    609,069
    
    
    
    369,069Marketable securities  related party
    
    
    8,389,026
    
    
    
    16,228,731Marketable securities  other
    
    
    1,264,954
    
    
    
    1,700,966Other current assets
    
    
    119,660
    
    
    
    266,063Total current assets
    
    
    10,471,546
    
    
    
    18,795,859Furniture, Equipment and Improvements (less accumulated
depreciation of $1,372)
    
    
    18,249
    
    
    
    Other Assets:Marketable securities  Retama Development Corp.
    
    
    145,000
    
    
    
    145,000Investments
    
    
    4,342,948
    
    
    
    3,654,348Notes and interest receivable  Retama Development Corp.
    
    
    4,939,464
    
    
    
    4,071,935Deferred tax asset
    
    
    843,681
    
    
    
    748,076Total other assets
    
    
    10,271,093
    
    
    
    8,619,359Total Assets
    
    $
    20,760,888
    
    
    $
    27,415,218LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable and accrued expenses
    
    $
    524,275
    
    
    
    265,146Margin loan payable  related party
    
    
    14,047,102
    
    
    
    988,271Margin loan payable  other
    
    
    
    
    
    
    9,346,388Deferred taxes payable
    
    
    1,088,571
    
    
    
    3,723,324Total current liabilities
    
    
    15,659,948
    
    
    
    14,323,129Minority Interest in Consolidated Subsidiary
    
    
    76,437
    
    
    
    26,937Stockholders Equity:Preferred stock, $.001 par value; authorized 266,667 shares,
none outstanding
    
    
    
    
    
    
    Common stock, $.001 par value; authorized 16,666,667 shares,
3,327,075 issued and 2,902,367 outstanding
    
    
    3,326
    
    
    
    3,326Additional paid-in-capital
    
    
    7,091,121
    
    
    
    7,091,121Treasury stock, at cost, 424,708 and 162,856 shares
    
    
    (3,094,455
    )
    
    
    (449,750
    )Accumulated other comprehensive income
    
    
    2,113,109
    
    
    
    7,227,628Retained (deficit)
    
    
    (1,088,598
    )
    
    
    (807,173
    )Total stockholders equity
    
    
    5,024,503
    
    
    
    13,065,152Total Liabilities and Stockholders Equity
    
    $
    20,760,888
    
    
    $
    27,415,218
 See notes to consolidated financial statements.
 F-2




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CALL NOW, INC. AND SUBSIDIARY  Consolidated Statements of Operations
 Years Ended December 312008
    
    
    2007RevenuesReimbursement of payroll and payroll related expenses
    
    $
    5,215,622
    
    
    $
    4,615,038Management fees
    
    
    247,500
    
    
    
    240,000Total revenues
    
    
    5,463,122
    
    
    
    4,855,038ExpensesPayroll and payroll related expenses
    
    
    5,215,622
    
    
    
    4,740,187Corporate general and administrative operations
    
    
    727,982
    
    
    
    558,172Total expenses
    
    
    5,943,604
    
    
    
    5,298,359Net Operating (Loss)
    
    
    (480,482
    )
    
    
    (443,321
    )Other Income (Expenses)Interest income
    
    
    729,905
    
    
    
    564,057Gain on sales of marketable securities
    
    
    556,245
    
    
    
    150,794Interest expense  related party
    
    
    (598,887
    )
    
    
    (416,151
    )Interest expense  other
    
    
    (260,313
    )
    
    
    (472,051
    )Total other income (expense), net
    
    
    426,950
    
    
    
    (173,351
    )(Loss) before minority interest and income taxes
    
    
    (53,532
    )
    
    
    (616,672
    )Minority interest in (loss) of subsidiary
    
    
    (49,500
    )
    
    
    (22,970
    )(Loss) before income taxes
    
    
    (103,032
    )
    
    
    (639,642
    )Income tax expense (benefit)
    
    
    178,393
    
    
    
    (263,643
    )Net (Loss)
    
    $
    (281,425
    )
    
    $
    (375,999
    )(Loss) Per ShareBasic and diluted
    
    $
    (.09
    )
    
    $
    (.12
    )Weighted average common shares outstanding:Basic
    
    
    3,095,879
    
    
    
    3,164,219Dilutive
    
    
    3,095,879
    
    
    
    3,164,219
 See notes to consolidated financial statements.
 F-3




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CALL NOW, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders Equity
 AccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    Retained
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Treasury Stock
    
    
    Comprehensive
    
    
    Earnings
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Shares
    
    
    Amount
    
    
    Income
    
    
    (Deficit)
    
    
    EquityBalance, December 31, 2006
    
    
    3,327,075
    
    
    $
    3,326
    
    
    $
    7,091,121
    
    
    
    162,856
    
    
    $
    (449,750
    )
    
    $
    17,008,772
    
    
    $
    (431,174
    )
    
    $
    23,222,295Comprehensive (loss):Net (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (375,999
    )
    
    
    (375,999
    )Unrealized (loss) on securities, net of
$(5,039,000) of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,781,144
    )
    
    
    
    
    
    
    (9,781,144
    )Total comprehensive (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,157,143
    )Balance, December 31, 2007
    
    
    3,327,075
    
    
    
    3,326
    
    
    
    7,091,121
    
    
    
    162,856
    
    
    
    (449,750
    )
    
    
    7,227,628
    
    
    
    (807,173
    )
    
    
    13,065,152Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    261,852
    
    
    
    (2,644,705
    )
    
    
    
    
    
    
    
    
    
    
    (2,644,705
    )Comprehensive (loss):Net (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (281,425
    )
    
    
    (281,425
    )Unrealized (loss) on securities, net of
$(2,635,000) in income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,114,519
    )
    
    
    
    
    
    
    (5,114,519
    )Total comprehensive (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,395,944
    )Balance, December 31, 2008
    
    
    3,327,075
    
    
    $
    3,326
    
    
    $
    7,091,121
    
    
    
    424,708
    
    
    $
    (3,094,455
    )
    
    $
    2,113,109
    
    
    $
    (1,088,598
    )
    
    $
    5,024,503
 See notes to consolidated financial statements.
 F-4




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CALL NOW, INC. AND SUBSIDIARY  Consolidated Statements of Cash Flows
 Years Ended December 31,2008
    
    
    2007Operating ActivitiesNet (loss)
    
    $
    (281,425
    )
    
    $
    (375,999
    )Adjustments to reconcile net (loss)
to net cash (used) by operating activities:Net realized (gains) on sales of marketable securities
    
    
    (556,245
    )
    
    
    (150,794
    )Minority interest
    
    
    49,500
    
    
    
    22,970Deferred income taxes
    
    
    (95,605
    )
    
    
    (263,643
    )Depreciation and amortization
    
    
    1,372
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (240,000
    )
    
    
    (126,000
    )Other assets
    
    
    146,403
    
    
    
    75,473Accounts payable and accrued expenses
    
    
    259,129
    
    
    
    7,122Net Cash (Used) by Operating Activities
    
    
    (716,871
    )
    
    
    (810,871
    )Investing ActivitiesAdvances on notes receivable
    
    
    (867,529
    )
    
    
    (1,205,599
    )Proceeds from sales of available-for-sale marketable securities
    
    
    1,353,579
    
    
    
    6,072,719Proceeds from sales of available-for-sale marketable securites 
related party
    
    
    548,097
    
    
    
    Purchase of available-for-sale marketable securities
    
    
    (2,310,211
    )
    
    
    (4,625,762
    )Proceeds from other long-term investments
    
    
    125,000
    
    
    
    961,750Purchase of other long-term investments
    
    
    (813,600
    )
    
    
    (670,000
    )Purchases of furniture, equipment and improvements
    
    
    (19,621
    )
    
    
    Net Cash Provided (Used) by Investing Activities
    
    
    (1,984,285
    )
    
    
    533,108Financing ActivitiesProceeds from margin loans
    
    
    4,244,007
    
    
    
    19,157,778Proceeds from margin loans  related party
    
    
    16,916,625
    
    
    
    4,478,117Payments on margin loans
    
    
    (13,590,396
    )
    
    
    (9,811,389
    )Payments on margin loans  related party
    
    
    (3,857,793
    )
    
    
    (13,450,784
    )Purchase of treasury stock  related party
    
    
    (1,153,480
    )
    
    
    Net Cash Provided by Financing Activities
    
    
    2,558,963
    
    
    
    373,722Net Change in Cash
    
    
    (142,193
    )
    
    
    95,959Cash at beginning of year
    
    
    231,030
    
    
    
    135,071Cash at End of Year
    
    $
    88,837
    
    
    $
    231,030Supplemental DisclosuresInterest paid in cash
    
    $
    859,200
    
    
    $
    888,202Income taxes paid in cash
    
    
    13,536
    
    
    
    31,200Non-cash TransactionsTreasury stock acquired from related party with
marketable securities  other
    
    
    1,491,225
    
    
    
    
 See notes to consolidated financial statements.
 F-5




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES
 Nature of Business:
  Principles of Consolidation:
 Cash and Equivalents:
 Accounts Receivable:
 Marketable Securities
  Furniture and Equipment:
 Impairment of Long-Lived Assets:
 Income Taxes:
 Accounting for
Uncertainty in Income Taxes, Accounting for Income Taxes,
 F-6




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES  continued
  Revenue Recognition:
  Earnings (Loss) Per Common Stock:
 Concentration of Credit Risk:
   Fair Value of Financial Instruments:
 Use of Estimates:
 Stock Based Compensation:
 F-7




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES  continued
  Comprehensive Income:
 Recent Accounting Pronouncements: Business
Combinations
  Reclassification:
 NOTE 2  MARKETABLE SECURITIES
  F-8




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
 NOTE 2  MARKETABLE SECURITIES  continued
 Gross
    
    
    Gross
    
    
    Carrying/Unrealized
    
    
    Unrealized
    
    
    Market2008
    
    Cost
    
    
    Gains
    
    
    (Losses)
    
    
    ValueCurrent Assets, available-for-sale:Equity securities, PWI common
stock, see note 4
    
    $
    5,310,849
    
    
    $
    3,078,177
    
    
    $
    
    
    
    $
    8,389,026Municipal bonds
    
    
    1,256,368
    
    
    
    24,967
    
    
    
    (16,381
    )
    
    
    1,264,954$
    6,567,217
    
    
    $
    3,103,144
    
    
    $
    (16,381
    )
    
    $
    9,653,980Non-current Assets, available-for-sale:RDC Series A bonds
    
    
    30,083
    
    
    
    114,917
    
    
    
    
    
    
    
    145,000Total available-for-sale securities
    
    $
    6,597,300
    
    
    $
    3,218,061
    
    
    $
    (16,381
    )
    
    $
    9,798,980
 Gross
    
    
    Gross
    
    
    Carrying/Unrealized
    
    
    Unrealized
    
    
    Market2007
    
    Cost
    
    
    Gains
    
    
    (Losses)
    
    
    ValueCurrent Assets, available-for-sale:Equity securities
    
    $
    5,455,568
    
    
    $
    10,773,162
    
    
    $
    
    
    
    $
    16,228,730Municipal bonds
    
    
    1,638,094
    
    
    
    66,346
    
    
    
    (3,473
    )
    
    
    1,700,967$
    7,093,662
    
    
    $
    10,839,508
    
    
    $
    (3,473
    )
    
    $
    17,929,697Non-current Assets, available-for-sale:RDC Series A bonds
    
    
    30,083
    
    
    
    114,917
    
    
    
    
    
    
    
    145,000Total available-for-sale securities
    
    $
    7,123,745
    
    
    $
    10,954,425
    
    
    $
    (3,473
    )
    
    $
    18,074,697
  NOTE 3  RETAMA DEVELOPMENT  MARKETABLE SECURITIES AND NOTES RECEIVABLE
   F-9




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
 NOTE 3  RETAMA DEVELOPMENT  MARKETABLE SECURITIES AND NOTES RECEIVABLE  continued
    Total
    
    
    Owned By
    
    
    Cost
    
    
    Carrying2008
    
    Outstanding
    
    
    Call Now
    
    
    Basis
    
    
    ValueRDC Bonds (Marketable Securities):RDC Series A bonds
    
    $
    6,250,000
    
    
    $
    145,000
    
    
    $
    30,083
    
    
    $
    145,000RDC Series B bonds
    
    
    86,925,000
    
    
    
    43,962,500
    
    
    
    1,077,463
    
    
    
    Total bonds, long-term
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    145,000RDC Notes and Interest Receivable:Notes receivable, principal balance
    
    $
    3,627,569
    
    
    $
    3,627,569
    
    
    
    
    
    
    $
    3,627,569Accrued interest receivable
    
    
    1,311,894
    
    
    
    1,311,894
    
    
    
    
    
    
    
    1,311,894Total notes and interest receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,939,464
 Total
    
    
    Owned By
    
    
    Cost
    
    
    Carrying2007
    
    Outstanding
    
    
    Call Now
    
    
    Basis
    
    
    ValueRDC Bonds (Marketable Securities):RDC Series A bonds
    
    $
    6,345,000
    
    
    $
    145,000
    
    
    $
    30,083
    
    
    $
    145,000RDC Series B bonds
    
    
    86,925,000
    
    
    
    43,962,500
    
    
    
    1,077,083
    
    
    
    Total bonds, long-term
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    145,000RDC Notes and Interest Receivable:Notes receivable, principal balance
    
    $
    3,088,419
    
    
    $
    3,088,419
    
    
    
    
    
    
    $
    3,088,419Accrued interest receivable
    
    
    983,516
    
    
    
    983,516
    
    
    
    
    
    
    
    983,516Total notes and interest receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,071,935
 NOTE 4  PENSON WORLDWIDE, INC.  INVESTMENT IN RELATED PARTY
  F-10




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
 NOTE 4  PENSON WORLDWIDE, INC.  INVESTMENT IN RELATED PARTY  continued
    NOTE 5  PENSON FINANCIAL SERVICES, INC.  MARGIN LOAN PAYABLE
  NOTE 6  STOCKHOLDERS EQUITY
 Preferred Stock:
    F-11




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
 NOTE 6  STOCKHOLDERS EQUITY  continued
 Stock Options:
 NOTE 7  INCOME TAXES
  2008
    
    
    2007Deferred federal income tax (benefit)
    
    $
    (95,605
    )
    
    $
    (263,643
    )Current federal income tax
    
    
    250,000
    
    
    
    State income tax
    
    
    23,998
    
    
    
    $
    178,393
    
    
    $
    (263,643
    )
  2008
    
    
    2007Deferred tax assets:Net operating loss carryforward, long-term
    
    $
    672,477
    
    
    $
    576,872Basis difference in assets, long-term
    
    
    171,204
    
    
    
    171,204$
    843,681
    
    
    $
    748,076Deferred tax (liabilities):Unrealized gains on marketable securities, current
    
    $
    (1,088,571
    )
    
    $
    (3,723,324
    )
  Other Tax Matters
    Unrecognized tax benefit at December 31, 2007
    
    $
    Gross increases  tax positions in prior years
    
    
    250,000Unrecognized tax benefits at December 31, 2008
    
    $
    250,000
  F-12




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
 NOTE 7  INCOME TAXES  continued
    NOTE 8  RELATED PARTY TRANSACTIONS
    NOTE 9  MANAGEMENT AGREEMENT
  NOTE 10  FAIR VALUE MEASUREMENTS
  F-13




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
 NOTE 10  FAIR VALUE MEASUREMENTS  continued
    Level 1:
    
    Quoted prices are available in active markets for identical asset or liabilities;Level 2:
    
    Quoted prices in active markets for similar assets and liabilities that are
observable for the asset or liability; orLevel 3:
    
    Unobservable pricing inputs that are generally less observable from objective
sources, such as discounted cash flow models or valuations.
  December 31, 2008Recurring Fair Value Measures
    
    Level 1
    
    Level 2
    
    Level 3
    
    TotalAssets:Marketable securities  related party
    
    $
    8,389,026
    
    
    $
    
    
    
    $
    
    
    
    $
    8,389,026Marketable securities  other
    
    
    1,264,954
    
    
    
    
    
    
    
    
    
    
    
    1,264,954Liabilities:None
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  F-14




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##### Table of Contents



CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
 NOTE 11  EARNINGS PER SHARE
  Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    AmountYear Ended December 31, 2008Basic EPS:Net (loss)
    
    $
    (281,425
    )
    
    
    3,095,879
    
    
    $
    (.09
    )Effect of dilutive options
    
    
    
    
    
    
    
    
    
    
    Dilutive EPS
    
    $
    (281,425
    )
    
    
    3,095,879
    
    
    $
    (.09
    )Year Ended December 31, 2007Basic EPS:Net (loss)
    
    $
    (375,999
    )
    
    
    3,164,219
    
    
    $
    (0.12
    )Effect of dilutive options
    
    
    
    
    
    
    
    
    
    
    Dilutive EPS
    
    $
    (375,999
    )
    
    
    3,164,219
    
    
    $
    (0.12
    )
 NOTE 12  CONTINGENCY
 Investment Company Act:
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 F-15




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A(T). CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
  Internal Control-Integrated Framework Internal Control over Financial Reporting  Guidance for Smaller Public Companies
  Changes in Control Over Financial Reporting
  
 ITEM 9B. OTHER INFORMATION
  16




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
  NAME AND POSITION
    
    AGEWilliam M. Allen, Director
    
    
    81Bryan P. Brown, Director and CEO of Retama Entertainment Group, Inc.
    
    
    48Christopher J. Hall, Director and Chairman
    
    
    50Thomas R. Johnson, Director and President and Chief Executive Officer
    
    
    41
      CODE OF ETHICS
  
 ITEM 11. EXECUTIVE COMPENSATION.
 named executive officers
 17




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##### Table of Contents



All OtherName and Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    Options Awards
    
    Compensation(1)
    
    TotalThomas R. Johnson,
    
    
    2008
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    7,000
    
    
    $
    207,000President/CEO
    
    
    2007
    
    
    $
    175,000
    
    
    
    
    
    
    
    
    
    
    $
    4,000
    
    
    $
    179,000Christopher J. Hall,
    
    
    2008
    
    
    $
    131,140
    
    
    $
    10,000
    
    
    
    
    
    
    $
    7,000
    
    
    $
    148,140Chairman
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,000
    
    
    $
    4,000Bryan P. Brown,
    
    
    2008
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    7,000
    
    
    $
    207,000CEO, Retama Entertainment Group
    
    
    2007
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    4,000
    
    
    $
    204,000
 
 (1)
    
    Consists of director meeting fees. EXECUTIVE EMPLOYMENT CONTRACTS
 1 2 1 4
 1 2 1 4
  EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2008
  DIRECTOR COMPENSATION
   18




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##### Table of Contents



Non-equityFees Earned or
    
    
    
    
    
    Incentive Plan
    
    All OtherName
    
    Paid in Cash
    
    Option Awards
    
    Compensation
    
    Compensation
    
    TotalWilliam M. Allen
    
    $
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,000Bryan P. Brown
    
    $
    7,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,000Christopher J. Hall
    
    $
    7,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,000Thomas R. Johnson
    
    $
    7,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    7,000
 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  Percent of OutstandingName
    
    Number of Shares
    
    Common StockChristopher J. Hall
    
    
    2,584,648
    
    
    
    89.05
    %Thomas R. Johnson
    
    
    93,975
    
    
    
    3.24
    %Bryan P. Brown
    
    
    -0-
    
    
    
    0
    %William M. Allen
    
    
    -0-
    
    
    
    0
    %Officers and Directors
as a group (4 Persons)
    
    
    2,940,475
    
    
    
    92.93
    %
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCE.
    DIRECTOR INDEPENDENCE
  19




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AUDIT COMMITTEE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
   2008
    
    
    2007Audit Fees (1)
    
    $
    56,100
    
    
    $
    51,000Audit-Related Fees
    
    
    
    
    
    
    Tax Fees (2)
    
    
    6,150
    
    
    
    3,000All Other Fees
    
    
    
    
    
    
    Total
    
    $
    62,250
    
    
    $
    54,000
 
 (1)
    
    Audit fees represent services provided in connection with the fiscal
year audit of our financial statements and review of our quarterly
financial statements, notwithstanding when the fees were billed or
when the service was rendered.(2)
    
    Tax fees principally included tax advice, tax planning
and tax return preparation, for services billed from
January through December of the fiscal year. BOARD OF DIRECTORS REPORT
  20




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Pre-Approval Policies
   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
 21




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PART IV
 
 ITEM 15. EXHIBITS.
  EXHIBIT
    
    
    
    INC. BYNO.
    
    
    
    REF. NOTE
    
    DESCRIPTION3(a)
    
    
    
    A
    
    Articles of Incorporation of Registrant
as filed with the Secretary of State of
Nevada on September 3, 1999.3(c)
    
    
    
    C
    
    By-Laws of the Registrant.8.12
    
    
    
    G
    
    Management Agreement for Retama Park.8.15
    
    
    
    L
    
    First Amendment to Management Agreement for
Retama Park.8.16
    
    
    
    M
    
    Second Amendment to Management Agreement for
Retama Park.8.17
    
    
    
    N
    
    Third Amendment to Management Agreement for
Retama Park.10.3
    
    
    
    O
    
    Employment Agreement between Call Now, Inc. and
Thomas R. Johnson, dated November 3, 2003. *10.4
    
    
    
    P
    
    Employment Agreement between Retama
Entertainment Group and Bryan P. Brown, dated
March 31, 2004. *14
    
    
    
    U
    
    Business Ethics and Conduct Policy (Code of
Ethics).21
    
    
    
    
    
    Subsidiaries.31.1
    
    
    
    
    
    Certification pursuant to Rule 13a-14(a) or
Rule 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith).32.1
    
    
    
    
    
    Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of
The Sarbanes-Oxley Act of 2003 (filed
herewith).
 22




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Incorporation by Reference Notes:
 NOTE INCORPORATION BY REFERENCE
 A
    
    
    
    Incorporated by reference to Exhibit 3(a) of Form 10-KSB for
the year ended December 31, 1999.B
    
    
    
    Incorporated by reference to Exhibit 3(b) of Form 10-KSB for
the year ended December 31, 1999.C
    
    
    
    Incorporated by reference to Exhibit 3(c) of Form 10-KSB for
the year ended December 31, 1999.E
    
    
    
    Incorporated by reference to Exhibit A of Form 8-K filed
November 21, 1996.F
    
    
    
    Incorporated by reference to Exhibit B of Form 8-K filed
November 21, 1996.G
    
    
    
    Incorporated by reference to Exhibit 8.12 of Form 10-KSB for
year ended December 31, 1997.H
    
    
    
    Incorporated by reference to Exhibit 8.13 of Form 10-KSB for
year ended December 31, 1998.I
    
    
    
    Incorporated by reference to Exhibit 8.14 of Form 10-KSB for
year ended December 31, 1998.K
    
    
    
    Incorporated by reference to Exhibit 10.2 of Form 8-K filed
February 8, 2002.L
    
    
    
    Incorporated by reference to Exhibit 8.15 of Form 10-KSB for
year ended December 31, 2004.M
    
    
    
    Incorporated by reference to Exhibit 8.16 of Form 10-KSB for
year ended December 31, 2004.N
    
    
    
    Incorporated by reference to Exhibit 8.17 of Form 10-KSB for
year ended December 31, 2004.O
    
    
    
    Incorporated by reference to Exhibit 10.3 of Form 10-KSB for
year ended December 31, 2004.P
    
    
    
    Incorporated by reference to Exhibit 10.4 of Form 10-KSB for
year ended December 31, 2004.T
    
    
    
    Incorporated by reference to Exhibit 10.5 of Form 10-KSB for
year ended December 31, 2005.U
    
    
    
    Incorporated by reference to Exhibit 14 of Form 10-KSB for
year ended December 31, 2005.
 
 *
    
     Indicates a management contract or compensatory plan or agreement. 23




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SIGNATURES
  CALL NOW, INC.By:
    /s/  THOMAS R. JOHNSONName:
    Thomas R JohnsonTitle:
    President, Chief Executive Officer and Director   /s/ THOMAS R. JOHNSON

Thomas R. Johnson
    
    President, Chief Executive Officer and Director
(Principal Executive Officer and Principal
Accounting Officer)
    
    September 3, 2009/s/ CHRISTOPHER J. HALL

Christopher J. Hall
    
    Chairman and Director
    
    September 3, 2009/s/ WILLIAM M. ALLEN

William M. Allen
    
    Director
    
    September 3, 2009/s/ BRYAN P. BROWN

Bryan P. Brown
    
    Director
    
    September 3, 2009
 24