##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 FORM 10-KSB
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2006
 COMMISSION FILE NO. 0-27160
 CALL NOW, INC.
  NEVADA
    
    65-0337175(State of Incorporation)
    
    (IRS Employer Identification No.)
 
 Issuer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
 shell company o þ




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TABLE OF CONTENTS  PART IITEM 1. DESCRIPTION OF BUSINESSITEM 2. DESCRIPTION OF PROPERTYITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERSPART IIITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7. FINANCIAL STATEMENTSITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 8A. CONTROLS AND PROCEDURESITEM 8B. OTHER INFORMATIONPART IIIITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACTITEM 10. EXECUTIVE COMPENSATIONITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 12. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEITEM 13. EXHIBITS AND REPORTS ON FORM 8-KITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESSIGNATURESSubsidiariesCertification Pursuant to Section 302Certification Pursuant to Section 906    Table of Contents  
 PART I
 
 ITEM 1. DESCRIPTION OF BUSINESS.
 HISTORY AND DEVELOPMENTS DURING THE LAST THREE YEARS
          2




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EMPLOYEES
  AVAILABLE INFORMATION
  
 ITEM 2. DESCRIPTION OF PROPERTY
  3




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##### Table of Contents



ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
     
 PART II
 
 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
  FISCAL YEAR 2005
    
    HIGH BID
    
    
    LOW BID1st Quarter
    
    $
    7.55
    
    
    $
    6.102nd Quarter
    
    
    7.50
    
    
    
    4.753rd Quarter
    
    
    6.25
    
    
    
    4.754th Quarter
    
    
    7.25
    
    
    
    6.25
 FISCAL YEAR 2006
    
    HIGH BID
    
    
    LOW BID1st Quarter
    
    $
    8.00
    
    
    $
    6.252nd Quarter
    
    
    10.00
    
    
    
    5.953rd Quarter
    
    
    11.00
    
    
    
    8.004th Quarter
    
    
    15.00
    
    
    
    7.00
  Recent Sales of Unregistered Securities
  4




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##### Table of Contents



Stockholder
    
    SharesThomas R. Johnson
    
    
    33,334
 
 ITEM 6.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 Retama Park Racetrack
 Management
  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, 2006
    
    $
    6,430,000
    
    
    $
    86,925,000Bonds owned by Call Now, Inc. at December 31, 2006
    
    $
    150,000
    
    
    $
    43,962,500Carrying Value of Call Now, Inc. position at December 31,
2006 as reported on the balance sheet
    
    $
    150,000
    
    
    $
    -0-
  5




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##### Table of Contents



Penson Worldwide, Inc.
      The Estates at Canyon Ridge
   6




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##### Table of Contents



The Cambridge at Auburn
  Investment Company Act
     Critical Accounting Policies
 General
  Valuation of Marketable Securities
  7




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Valuation of Penson Worldwide, Inc. Common Stock
  Income Taxes
  YEAR ENDED DECEMBER 31, 2006 COMPARED TO 2005
 RESULTS OF OPERATIONS
 a. Revenues and Other Income
 Revenue
 Management
 Interest Income
  b. Expenses
 Cost and Other Expenses of Revenues
  Income Tax
  8




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Other Comprehensive Income
  LIQUIDITY AND CAPITAL RESOURCES
   OFF-BALANCE SHEET ARRANGEMENTS
  RISK FACTORS
  RISKS RELATED TO OUR BUSINESS
 Concentration of Operations of Subsidiary
  Concentration of Assets
  Limited Liquidity Available in the Secondary Market
  9




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##### Table of Contents



Investment Company Act
  
 ITEM 7. FINANCIAL STATEMENTS
 Report of Independent Registered Public Accounting Firm
    
    F-1Consolidated Balance Sheet, December 31, 2006
    
    F-2Consolidated Statements of Operations, years ended
December 31, 2006 and 2005
    
    F-3Consolidated Statements of Changes in Stockholders Equity,
years ended December 31, 2006 and 2005
    
    F-4Consolidated Statements of Cash Flows, years ended
December 31, 2006 and 2005
    
    F-5Notes to Consolidated Financial Statements
    
    F-6
 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
 10




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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 9, 2007
 F-1




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##### Table of Contents



CALL NOW, INC. AND SUBSIDIARY  Consolidated Balance Sheet
 December 31,2006ASSETSCurrent Assets:Cash and equivalents
    
    $
    135,071Accounts receivable
    
    
    243,069Marketable securities
    
    
    34,040,775Other current assets
    
    
    341,536Total current assets
    
    
    34,760,451Long-Term Assets:Marketable securities  Retama Development Corp.
    
    
    150,000Investment  affiliate
    
    
    385,438Investment  other
    
    
    3,560,660Notes and interest receivable
    
    
    2,866,336Deferred tax asset
    
    
    484,433Total long-term assets
    
    
    7,446,867Total Assets
    
    $
    42,207,318LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable and accrued expenses
    
    $
    258,024Margin loan payable  affiliate
    
    
    9,960,937Deferred taxes payable
    
    
    8,762,095Total current liabilities
    
    
    18,981,056Minority Interest in Consolidated Subsidiary
    
    
    3,967Stockholders 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 3,164,219 outstanding
    
    
    3,327Additional paid-in-capital
    
    
    7,091,120Treasury stock, at cost, 162,856 shares
    
    
    (449,750
    )Accumulated other comprehensive income
    
    
    17,008,772Retained earnings
    
    
    (431,174
    )Total stockholders equity
    
    
    23,222,295Total Liabilities and Stockholders Equity
    
    $
    42,207,318
 See
notes to consolidated financial statements.
 F-2




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##### Table of Contents



CALL NOW, INC. AND SUBSIDIARY  Consolidated Statements of Operations
 Years Ended December 312006
    
    
    2005RevenuesReimbursement of payroll and payroll related expenses
    
    $
    5,085,578
    
    
    $
    4,955,279Management fees
    
    
    240,000
    
    
    
    240,000Total revenues
    
    
    5,325,578
    
    
    
    5,195,279ExpensesPayroll and payroll related expenses
    
    
    5,208,314
    
    
    
    5,069,279Other management expenses
    
    
    120,000
    
    
    
    110,000Corporate general and administrative operations
    
    
    451,423
    
    
    
    411,869Total expenses
    
    
    5,779,737
    
    
    
    5,591,148Net Operating (Loss)
    
    
    (454,159
    )
    
    
    (365,869
    )Other Income (Expenses)Interest income  affiliate
    
    
    
    
    
    
    308,708Interest income  others
    
    
    616,605
    
    
    
    267,420Gain on sales of marketable securities
    
    
    1,856,194
    
    
    
    208,394Loss on impairment
    
    
    (1,077,462
    )
    
    
    Interest expense  affiliate
    
    
    (946,321
    )
    
    
    (418,999
    )Total other income
    
    
    449,016
    
    
    
    395,523(Loss) before minority interest and income taxes
    
    
    (5,143
    )
    
    
    (30,346
    )Minority interest in income of subsidiary
    
    
    547
    
    
    
    (3,200
    )(Loss) before income taxes
    
    
    (4,596
    )
    
    
    (33,546
    )Income tax expense (benefit)
    
    
    (107,651
    )
    
    
    (12,664
    )Net Income (Loss)
    
    $
    103,055
    
    
    $
    (20,882
    )Earnings (Loss) Per ShareBasic and diluted
    
    $
    .03
    
    
    $
    (.01
    )Weighted average common shares outstanding:Basic
    
    
    3,135,006
    
    
    
    3,017,149Dilutive
    
    
    3,135,006
    
    
    
    3,017,149
 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, 2004
    
    
    3,160,407
    
    
    $
    3,160
    
    
    $
    6,888,286
    
    
    
    162,856
    
    
    $
    (449,750
    )
    
    $
    161,200
    
    
    $
    (513,347
    )
    
    $
    5,925,531Issuance of common stock
    
    
    133,334
    
    
    
    133
    
    
    
    149,867
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000Comprehensive income:Net (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,882
    )
    
    
    (20,882
    )Unrealized (loss) on securities, net of$(25,000) of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (60,589
    )
    
    
    
    
    
    
    (60,589
    )Total comprehensive (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (81,471
    )Balance, December 31, 2005
    
    
    3,293,741
    
    
    
    3,293
    
    
    
    7,038,153
    
    
    
    162,856
    
    
    
    (449,750
    )
    
    
    100,611
    
    
    
    (534,229
    )
    
    
    6,158,078Issuance of common stock
    
    
    33,334
    
    
    
    34
    
    
    
    52,967
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,001Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103,055
    
    
    
    103,055Unrealized gain on securities, net of$(8,710,000) in income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,908,161
    
    
    
    
    
    
    
    16,908,161Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,011,216Balance, December 31, 2006
    
    
    3,327,075
    
    
    $
    3,327
    
    
    $
    7,091,120
    
    
    
    162,856
    
    
    $
    (449,750
    )
    
    $
    17,008,772
    
    
    $
    (431,174
    )
    
    $
    23,222,295
 See
notes to consolidated financial statements.
 F-4




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##### Table of Contents



CALL NOW, INC. AND SUBSIDIARY  Consolidated Statements of Cash Flows
 Years Ended December 312006
    
    
    2005Operating ActivitiesNet income (loss)
    
    $
    103,055
    
    
    $
    (20,882
    )Adjustments
to reconcile net income (loss) to net cash (used) by operating activities:Net realized (gains) on sales of marketable securities
    
    
    (1,856,194
    )
    
    
    (208,394
    )Loss on impairment
    
    
    1,077,462
    
    
    
    Minority interest
    
    
    (547
    )
    
    
    3,200Deferred income taxes
    
    
    (107,651
    )
    
    
    (12,664
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (106,000
    )
    
    
    (6,000
    )Other assets
    
    
    (240,887
    )
    
    
    (173,045
    )Accounts payable and accrued expenses
    
    
    126,722
    
    
    
    (41,011
    )Net Cash (Used) by Operating Activities
    
    
    (1,004,040
    )
    
    
    (458,796
    )Investing ActivitiesAdvances on notes receivable
    
    
    (710,897
    )
    
    
    (25,000
    )Proceeds from sales of available-for-sale marketable securities
    
    
    9,482,480
    
    
    
    2,742,562Purchase of available-for-sale marketable securities
    
    
    (4,770,363
    )
    
    
    (7,155,678
    )Purchase of other long-term investments
    
    
    (2,300,660
    )
    
    
    (1,260,000
    )Net Cash Provided (Used) by Investing Activities
    
    
    1,700,560
    
    
    
    (5,698,116
    )Financing ActivitiesMargin loan proceeds (repayments)
    
    
    (658,080
    )
    
    
    6,031,826Issuance of common stock
    
    
    53,001
    
    
    
    150,000Net Cash Provided (Used) by Financing Activities
    
    
    (605,079
    )
    
    
    6,181,826Net Change in Cash
    
    
    91,441
    
    
    
    24,914Cash at beginning of year
    
    
    43,630
    
    
    
    18,716Cash at End of Year
    
    $
    135,071
    
    
    $
    43,630Supplemental DisclosuresInterest paid in cash
    
    $
    946,321
    
    
    $
    418,999Federal income taxes paid in cash
    
    
    93,750
    
    
    
    Conversion of note receivable to investment in common stock
    
    
    
    
    
    
    6,600,000
 See
notes to consolidated financial statements.
 F-5




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CALL NOW, INC. AND SUBSIDIARY  Notes to Consolidated Financial Statements  December 31, 2006 and 2005
 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:
 Federal Income Taxes:
 Revenue Recognition:
 F-6




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CALL NOW, INC. AND SUBSIDIARY  Notes to Consolidated Financial Statements  December 31, 2006 and 2005
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES  continued
  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, 2006 and 2005
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES  continued
   2005Net (loss), as reported
    
    $
    (20,882
    )Deduct:
Total stock-based compensation expense
determined under the fair value based method for
all awards, net of related tax effects  no options awarded in 2005
    
    
    Pro forma (loss)
    
    $
    (20,882
    )(Loss) per common share:Basic, as reported
    
    $
    (0.01
    )Basic, pro forma
    
    
    (0.01
    )Diluted, as reported
    
    
    (0.01
    )Diluted, pro forma
    
    
    (0.01
    )
 Comprehensive Income:
 Recent Accounting Pronouncements:
  Reclassification:
 F-8




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CALL NOW, INC. AND SUBSIDIARY  Notes to Consolidated Financial Statements  December 31, 2006 and 2005
 NOTE 2  MARKETABLE SECURITIES
   Gross
    
    
    Gross
    
    
    Carrying/Unrealized
    
    
    Unrealized
    
    
    MarketCost
    
    
    Gains
    
    
    (Losses)
    
    
    ValueCurrent Assets, available-for-sale:Equity securities
    
    $
    5,465,568
    
    
    $
    25,543,003
    
    
    $
    
    
    
    $
    31,008,571Municipal bonds
    
    
    2,923,220
    
    
    
    120,964
    
    
    
    (11,980
    )
    
    
    3,032,204$
    8,388,788
    
    
    $
    25,663,967
    
    
    $
    (11,980
    )
    
    $
    34,040,775Non-current Assets, available-for-sale:RDC Series A bonds
    
    
    31,121
    
    
    
    118,879
    
    
    
    
    
    
    $
    150,000Total available-for-sale securities
    
    $
    8,419,909
    
    
    $
    25,782,846
    
    
    $
    (11,980
    )
    
    $
    34,190,775
  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, 2006 and 2005
 NOTE 3  RETAMA DEVELOPMENT  MARKETABLE SECURITIES AND NOTES RECEIVABLE  continued
   Total
    
    
    Owned By
    
    
    CarryingOutstanding
    
    
    Call Now
    
    
    ValueRDC Bonds (Marketable Securities):RDC Series A bonds
    
    $
    6,430,000
    
    
    $
    150,000
    
    
    $
    150,000RDC Series B bonds
    
    
    86,925,000
    
    
    
    43,962,500
    
    
    
    Total bonds, long-term
    
    
    
    
    
    
    
    
    
    $
    150,000RDC Notes and Interest Receivable:Notes receivable, principal balance
    
    $
    2,217,369
    
    
    $
    2,217,369
    
    
    $
    2,217,369Accrued interest receivable
    
    
    648,967
    
    
    
    648,967
    
    
    
    648,967Total notes and interest receivable
    
    
    
    
    
    
    
    
    
    $
    2,866,336
 NOTE 4  PENSON WORLDWIDE, INC.  INVESTMENT IN AFFILIATE
    NOTE 5  PENSON FINANCIAL SERVICES, INC.  MARGIN LOAN PAYABLE
  F-10




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2006 and 2005
 NOTE 6  STOCKHOLDERS EQUITY
 Preferred Stock:
    Stock Options:
   2006
    
    2005Risk-free interest rate
    
    
    *
    
    
    
    *Expected dividend yield
    
    
    *
    
    
    
    *Expected volatility of common stock
    
    
    *
    
    
    
    *Expected
weighted-average life of option
    
    
    *
    
    
    
    *
 
 *
    
    No grants were awarded during 2006 or 2005
  F-11




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2006 and 2005
 NOTE 6  STOCKHOLDERS EQUITY  continued
   2006
    
    
    2005Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageShares
    
    
    Exercise Price
    
    
    Shares
    
    
    Exercise PriceOutstanding at the
beginning of year
    
    
    33,334
    
    
    $
    1.590
    
    
    
    173,335
    
    
    $
    1.210Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (33,334
    )
    
    
    1.590
    
    
    
    (133,334
    )
    
    
    1.125Forfeited
    
    
    
    
    
    
    
    
    
    
    (6,667
    )
    
    
    1.125Cancelled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at
the end of year
    
    
    
    
    
    
    
    
    
    
    33,334
    
    
    $
    1.590Options exercisable
at year end
    
    
    
    
    
    
    
    
    
    
    33,334
    
    
    $
    1.590Weighted average
contractual life
remaining at year-end
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.9 yrs.
 NOTE 7  INCOME TAXES
  2006
    
    2005Current Expense (Benefit):Federal
    
    $
    (107,651
    )
    
    $
    (12,664
    )State
    
    
    
    
    
    
    $
    (107,651
    )
    
    $
    (12,664
    )
  Deferred tax assets (liabilities):Net operating loss carryforward
    
    $
    484,433Unrealized gains on marketable securities
    
    
    (8,762,095
    )
  F-12




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2006 and 2005
 NOTE 8  RELATED PARTY TRANSACTIONS
   NOTE 9  MANAGEMENT AGREEMENT
  NOTE 10  EARNINGS PER SHARE
   Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    AmountYear Ended December 31, 2006Basic EPS:Net income
    
    $
    103,055
    
    
    
    3,135,006
    
    
    $
    .03Effect of dilutive options
    
    
    
    
    
    
    
    
    
    
    Dilutive EPS
    
    $
    103,055
    
    
    
    3,135,006
    
    
    
    .03Year Ended December 31, 2005Basic EPS:Net (loss)
    
    $
    (20,882
    )
    
    
    3,017,149
    
    
    $
    (0.01
    )Effect of dilutive options
    
    
    
    
    
    
    
    
    
    
    Dilutive EPS
    
    $
    (20,882
    )
    
    
    3,017,149
    
    
    $
    (0.01
    )
 NOTE 11  CONTINGENCY
 Federal Income Taxes:
 F-13




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2006 and 2005
 NOTE 11  CONTINGENCY  continued
   Investment Company Act:
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ITEM 8.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
  
 ITEM 8A.
    
    CONTROLS AND PROCEDURES
  
 ITEM 8B.
    
    OTHER INFORMATION
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PART III
 
 ITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT.
  NAME
    
    AGE
    
    POSITIONWilliam M. Allen
    
    
    79
    
    
    DirectorBryan P. Brown
    
    
    46
    
    
    Director
and CEO of Retama Entertainment Group, Inc.Christopher J. Hall
    
    
    48
    
    
    DirectorThomas R. Johnson
    
    
    39
    
    
    Director,
President and Chief Executive Officer
      CODE OF ETHICS
  
 ITEM 10.
    
    EXECUTIVE COMPENSATION.
 named executive officers
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Name and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options
    
    All OtherPosition
    
    Year
    
    Salary
    
    Bonus
    
    Awards
    
    Compensation(1)
    
    TotalThomas R. Johnson,
    
    
    2006
    
    
    $
    151,923
    
    
    
    
    
    
    
    
    
    
    $
    4,000
    
    
    $
    155,923President/CEOBryan P. Brown,
    
    
    2006
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    4,000
    
    
    $
    204,000CEO, RetamaEntertainment Group
 
 (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, 2006
  DIRECTOR COMPENSATION
   Fees Earned or
    
    Option
    
    Non-equity Incentive
    
    All OtherName
    
    Paid in Cash
    
    Awards
    
    Plan Compensation
    
    Compensation
    
    TotalWilliam M. Allen
    
    $
    4,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,000Christopher J. Hall
    
    $
    4,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,000
 17




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ITEM 11.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  Percent ofNumber of
    
    OutstandingName
    
    Shares
    
    Common StockChristopher J. Hall
    
    
    2,838,207
    
    
    
    89.70
    %Thomas R. Johnson
    
    
    93,975
    
    
    
    2.97
    %Bryan P. Brown
    
    
    -0-
    
    
    
    0
    %William M. Allen
    
    
    -0-
    
    
    
    0
    %
  
 ITEM 12.
    
    CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
   DIRECTOR INDEPENDENCE
  18




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AUDIT COMMITTEE
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ITEM 13.
    
    EXHIBITS AND REPORTS ON FORM 8-K.
  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(b)
    
    
    
    B
    
    Plan of Merger of Call Now, Inc.(Florida)
into Call Now, Inc (Nevada).3(c)
    
    
    
    C
    
    By-Laws of the Registrant.8.8
    
    
    
    E
    
    Agreement with Howe, Solomon & Hall Financial,
Inc. dated 10/17/96 covering purchase of
Retama Development Corp. bonds.8.9
    
    
    
    F
    
    Agreement with Retama Park Association, Inc.,
Retama Partners, Ltd. and Retama Park
Management Co. L.C. relating to purchase of
certain Retama Development Corp. notes.8.12
    
    
    
    G
    
    Management Agreement for Retama Park.8.13
    
    
    
    H
    
    Agreement with Global Trust and Hemisphere
Trust dated May 27, 1999.8.14
    
    
    
    I
    
    Agreement for construction services between
Retama Development Corporation and William M.
Allen.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.10.2
    
    
    
    K
    
    Consulting Agreement with William M. Allen
dated November 19, 2001. *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. *10.5
    
    
    
    T
    
    Stock option issued to Thomas R. Johnson.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).
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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. 21




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ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
   2006
    
    
    2005Audit Fees (1)
    
    $
    48,000
    
    
    $
    36,000Audit-Related Fees
    
    
    
    
    
    
    Tax Fees (2)
    
    
    5,300
    
    
    
    3,000All Other Fees
    
    
    
    
    
    
    Total
    
    $
    53,300
    
    
    $
    39,000
 
 (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.     Pre-Approval Policies
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SIGNATURES
  Call Now, Inc.By:      /s/ Thomas R JohnsonThomas R JohnsonPresident and DirectorMarch 26, 2007
  /s/ Thomas R Johnson

(Principal Executive Officer and Principal Accounting Officer)
    
    President and Director
    
    March 26, 2007/s/ Christopher J Hall
    
    Director
    
    March 26, 2007/s/ William M. Allen
    
    Director
    
    March 26, 2007/s/ Bryan P. Brown
    
    Director
    
    March 26, 2007
 23