##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2009
 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
 o o
 þ
  o o o þ
  o þ




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TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. RESERVEDPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTATATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A(T). CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESINDEX TO EXHIBITSEX-10.6EX-10.7EX-10.8EX-10.9EX-10.10EX-21EX-31.1EX-32.1    Table of Contents  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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##### Table of Contents



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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5




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EMPLOYEES
  AVAILABLE INFORMATION
  
 ITEM 1A.
    
    RISK FACTORS.
  Risks Related to Our Business
 Concentration of Operations of Subsidiary
  Concentration of Assets
  Limited Liquidity Available in the Secondary Market
  Internal Revenue Service Examination
   6




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General Economic Conditions
  Investment Company Act
  Risks Related to Our Common Stock
 Stock Price Volatility
  Control by a Single Shareholder
  Our Liquidity and Capital Resources may be Adversely Affected by our Margin Loan
  7




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ITEM 2.
    
    PROPERTIES.
    
 ITEM 3.
    
    LEGAL PROCEEDINGS.
  
 ITEM 4.
    
    RESERVED.
 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
 8




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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 2008
    
    HIGH BID
    
    LOW BID1st Quarter
    
    $
    17.00
    
    
    $
    7.102nd Quarter
    
    
    15.00
    
    
    
    .103rd Quarter
    
    
    7.50
    
    
    
    .104th Quarter
    
    
    7.00
    
    
    
    .50
 FISCAL YEAR 2009
    
    HIGH BID
    
    LOW BID1st Quarter
    
    $
    2.77
    
    
    $
    2.752nd Quarter
    
    
    2.00
    
    
    
    .603rd Quarter
    
    
    3.00
    
    
    
    .604th Quarter
    
    
    3.00
    
    
    
    1.50
  
 ITEM 6.
    
    SELECTED FINANCIAL DATA.
  
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 Retama Park Racetrack
 Management
  Bonds
 Bonds
  9




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Senior
    
    SubordinateRetama Development Corporation
    
    Series A Bonds
    
    Series B BondsSpecial Facilities Revenue Bonds, Dated 1997
    
    7.00%, due 9/1/33
    
    8.00%, due 9/1/33Total Face Amount of Bonds Outstanding at December 31, 2009
    
    $
    6,250,000
    
    
    $
    86,925,000Face Amount of Bonds owned by Call Now, Inc. at December 31, 2009
    
    $
    145,000
    
    
    $
    43,962,500Cost Basis of Bonds owned by Call Now, Inc. at December 31, 2009
    
    $
    30,083
    
    
    $
    1,077,083Carrying Value of Call Now, Inc. position at December 31, 2009
as reported on the balance sheet
    
    $
    145,000
    
    
    $
    -0-
 st
 Date
    
    Amount9/1/09
    
    $
    100,0009/1/10
    
    $
    105,0009/1/11
    
    $
    115,0009/1/12
    
    $
    120,0009/1/13
    
    $
    130,0009/1/14
    
    $
    140,000
  st
  10




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Business
 Business History and Developments During the Last Three Years
    Penson Worldwide, Inc.
   11




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The Estates at Canyon Ridge
   12




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The Cambridge at Auburn
  TNO Holdings, LLC
  Investment Company Act
    13




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Critical Accounting Policies and Estimates
 General
  Valuation of Marketable Securities
  Valuation of Penson Worldwide, Inc. Common Stock
  Notes and Interest Receivable  Retama Development Corporation
 Interest Income Recognition
 Retama Development Corporation. History and Developments During the Last Three Years
 14




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Interest Income Recognition  Retama Development Corporation
  Accounting for Income Taxes
    YEAR ENDED DECEMBER 31, 2009 COMPARED TO 2008
 RESULTS OF OPERATIONS
 a. Revenues and Other Income
 Revenue
 Management
 15




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Interest Income
  b. Expenses
 Cost and Other Expenses of Revenues
  Income Tax
  Other Comprehensive Income
  LIQUIDITY AND CAPITAL RESOURCES
   As of December 31, 2008
    
    
    As of December 31, 2009Margin value of Retama Series B bonds
    
    $
    11,714,687
    
    
    $
    Margin value of all other marketable securities
    
    
    9,700,453
    
    
    
    9,259,476Total margin value of marketable securities
    
    $
    21,415,140
    
    
    $
    9,259,476Maximum loan based on 75% loan-to-value
    
    $
    16,061,355
    
    
    $
    6,944,607Margin loan outstanding
    
    $
    14,047,102
    
    
    $
    13,259,281Margin loan availability (call)
    
    $
    2,014,253
    
    
    $
    (6,314,674
    )
  16




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OFF-BALANCE SHEET ARRANGEMENTS
  
 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, 2009 and 2008
    
    
    F-2Consolidated Statements of Operations, years ended December 31, 2009 and 2008
    
    
    F-3Consolidated Statements of Changes in Stockholders Equity, years ended December 31, 2009 and 2008
    
    
    F-4Consolidated Statements of Cash Flows, years ended December 31, 2009 and 2008
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6
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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 29, 2010
 F-1




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CALL NOW, INC. AND SUBSIDIARY

Consolidated Balance Sheets
 December 31,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    17,452
    
    
    $
    88,837Accounts receivable, net
    
    
    789,069
    
    
    
    609,069Marketable securities  related party
    
    
    9,068,353
    
    
    
    8,389,026Marketable securities  other
    
    
    140,808
    
    
    
    1,264,954Other current assets
    
    
    139,696
    
    
    
    119,660Total current assets
    
    
    10,155,378
    
    
    
    10,471,546Furniture, Equipment and Improvements (less accumulated
depreciation of $5,296 and $1,372)
    
    
    14,325
    
    
    
    18,249Other Assets:Marketable securities  Retama Development Corp.
    
    
    145,000
    
    
    
    145,000Investments
    
    
    4,365,136
    
    
    
    4,342,948Notes and interest receivable  Retama Development Corp.
    
    
    5,222,893
    
    
    
    4,939,464Deferred tax asset
    
    
    936,601
    
    
    
    843,681Total other assets
    
    
    10,669,630
    
    
    
    10,271,093Total Assets
    
    $
    20,839,333
    
    
    $
    20,760,888LIABILITIES AND EQUITYCurrent Liabilities:Accounts payable and accrued expenses
    
    $
    654,301
    
    
    $
    524,275Margin loan payable  related party
    
    
    13,259,281
    
    
    
    14,047,102Deferred taxes payable
    
    
    1,463,379
    
    
    
    1,088,571Total current liabilities
    
    
    15,376,961
    
    
    
    15,659,948Equity:Call Now Stockholders 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 shares
    
    
    (3,094,455
    )
    
    
    (3,094,455
    )Accumulated other comprehensive income
    
    
    2,840,676
    
    
    
    2,113,109Retained earnings (deficit)
    
    
    (1,502,733
    )
    
    
    (1,088,598
    )Total Call Now stockholders equity
    
    
    5,337,935
    
    
    
    5,024,503Non-controlling interest
    
    
    124,437
    
    
    
    76,437Total equity
    
    
    5,462,372
    
    
    
    5,100,940Total Liabilities and Equity
    
    $
    20,839,333
    
    
    $
    20,760,888
 See notes to consolidated financial statements.
 F-2




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CALL NOW, INC. AND SUBSIDIARY

Consolidated Statements of Operations
 Years Ended December 31,2009
    
    
    2008Revenues
    
    $
    4,711,460
    
    
    $
    5,215,622Reimbursement of payroll and payroll related expenses
    
    
    240,000
    
    
    
    247,500Management fees
    
    
    4,951,460
    
    
    
    5,463,122Total revenuesExpensesPayroll and payroll related expenses
    
    
    4,711,460
    
    
    
    5,215,622Corporate general and administrative operations
    
    
    786,863
    
    
    
    727,982Total expenses
    
    
    5,498,323
    
    
    
    5,943,604Net Operating (Loss)
    
    
    (546,863
    )
    
    
    (480,482
    )Other Income (Expenses)Interest income  related party
    
    
    283,429
    
    
    
    328,378Interest income  other
    
    
    153,577
    
    
    
    401,527Gain on sale of marketable securities  related party
    
    
    688,197
    
    
    
    556,245Gain on sale of marketable securities  other
    
    
    41,571
    
    
    
    Gain on sale of investment  related party
    
    
    107,162
    
    
    
    Gain on sale of investment  other
    
    
    42,764
    
    
    
    Interest expense  related party
    
    
    (1,059,953
    )
    
    
    (598,887
    )Interest expense  other
    
    
    
    
    
    
    (260,313
    )Total other income (expense), net
    
    
    256,747
    
    
    
    426,950(Loss) before income taxes
    
    
    (290,116
    )
    
    
    (53,532
    )Income tax expense
    
    
    76,019
    
    
    
    178,393Net (loss) including non-controlling interest
    
    
    (366,135
    )
    
    
    (     231,925
    )Less: Net income attributable to non-controlling interest
    
    
    (48,000
    )
    
    
    (49,500
    )Net (Loss) Attributable to Call Now
    
    $
    (414,135
    )
    
    $
    (281,425
    )Per Share DataBasic and diluted (loss) per share attributed toCall Now common shareholders
    
    $
    (.14
    )
    
    $
    (.09
    )Weighted average common shares outstanding:Basic
    
    
    2,902,367
    
    
    
    3,095,879Dilutive
    
    
    2,902,367
    
    
    
    3,095,879
 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
    
    
    Non-
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Treasury Stock
    
    
    Comprehensive
    
    
    Earnings
    
    
    Controlling
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Shares
    
    
    Amount
    
    
    Income
    
    
    (Deficit)
    
    
    Interest
    
    
    EquityBalance, December 31, 2007
    
    
    3,327,075
    
    
    $
    3,326
    
    
    $
    7,091,121
    
    
    
    162,856
    
    
    $
    (449,750
    )
    
    $
    7,227,628
    
    
    $
    (807,173
    )
    
    $
    26,937
    
    
    $
    13,092,089Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    261,852
    
    
    
    (2,644,705
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,644,705
    )Comprehensive (loss):Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (281,425
    )
    
    
    49,500
    
    
    
    (231,925
    )Unrealized (loss) on securities, net of
$(2,635,000) in income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,114,519
    )
    
    
    
    
    
    
    
    
    
    
    (5,114,519
    )Total comprehensive (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,346,444
    )Balance, December 31, 2008
    
    
    3,327,075
    
    
    
    3,326
    
    
    
    7,091,121
    
    
    
    424,708
    
    
    
    (3,094,455
    )
    
    
    2,113,109
    
    
    
    (1,088,598
    )
    
    
    76,437
    
    
    
    5,100,940Comprehensive (loss):Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (414,135
    )
    
    
    48,000
    
    
    
    (366,135
    )Unrealized gain on securities, net of
$375,000 in income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    727,567
    
    
    
    
    
    
    
    
    
    
    
    727,567Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    361,432Balance, December 31, 2009
    
    
    3,327,075
    
    
    $
    3,326
    
    
    $
    7,091,121
    
    
    
    424,708
    
    
    $
    (3,094,455
    )
    
    $
    2,840,676
    
    
    $
    (1,502,733
    )
    
    $
    124,437
    
    
    $
    5,462,372
 See notes to consolidated financial statements.
 F-4




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CALL NOW, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows
 Year Ended December 31,2009
    
    
    2008Operating ActivitiesNet (loss) including non-controlling interest
    
    $
    (366,135
    )
    
    $
    (231,925
    )Adjustments to reconcile net (loss) to
net cash (used) by operating activities:Net realized (gains) on sales of marketable securities  related party
    
    
    (688,197
    )
    
    
    (556,245
    )Net realized (gains) on sales of marketable securities  other
    
    
    (41,571
    )Net realized (gains) on sales of long-term investments  related party
    
    
    (107,162
    )
    
    
    Net realized (gains) on sales of long-term investments  other
    
    
    (42,764
    )Bad debt allowance
    
    
    60,000
    
    
    
    Deferred income taxes
    
    
    (92,920
    )
    
    
    (95,605
    )Depreciation
    
    
    3,924
    
    
    
    1,372Changes in operating assets and liabilities:Accounts receivable
    
    
    (240,000
    )
    
    
    (240,000
    )Other current assets
    
    
    (20,036
    )
    
    
    146,403Accounts payable and accrued expenses
    
    
    130,027
    
    
    
    259,129Net Cash (Used) by Operating Activities
    
    
    (1,404,834
    )
    
    
    (716,871
    )Investing ActivitiesAdvances on notes and interest receivable  Retama Development Corp.
    
    
    (283,429
    )
    
    
    (867,529
    )Proceeds from sales of available-for-sale marketable securities
    
    
    1,106,364
    
    
    
    1,353,579Proceeds from sales of available-for-sale marketable securities 
related party
    
    
    1,170,597
    
    
    
    548,097Purchase of available-for-sale marketable securities
    
    
    
    
    
    
    (2,310,211
    )Proceeds from sale of other long-term investments
    
    
    451,500
    
    
    
    125,000Proceeds from sale of other long-term investments to related party
    
    
    400,000
    
    
    
    Purchase of other long-term investments
    
    
    (723,762
    )
    
    
    (813,600
    )Purchases of furniture, equipment and improvements
    
    
    
    
    
    
    (19,621
    )Net Cash Provided (Used) by Investing Activities
    
    
    2,121,270
    
    
    
    (1,984,285
    )Financing ActivitiesProceeds from margin loans
    
    
    
    
    
    
    4,244,007Proceeds from margin loans  related party
    
    
    1,510,058
    
    
    
    16,916,625Payments on margin loans
    
    
    
    
    
    
    (13,590,396
    )Payments on margin loans  related party
    
    
    (2,297,879
    )
    
    
    (3,857,793
    )Purchase of treasury stock  related party
    
    
    
    
    
    
    (1,153,480
    )Net Cash Provided (Used) by Financing Activities
    
    
    (787,821
    )
    
    
    2,558,963Net Change in Cash and Cash Equivalents
    
    
    (71,385
    )
    
    
    (142,193
    )Cash and cash equivalents at beginning of year
    
    
    88,837
    
    
    
    231,030Cash and Cash Equivalents at End of Year
    
    $
    17,452
    
    
    $
    88,837Supplemental DisclosuresInterest paid in cash
    
    $
    1,059,953
    
    
    $
    859,200Income taxes paid in cash
    
    
    7,429
    
    
    
    13,536Non-cash Transaction  treasury 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, 2009 and 2008
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES
 Nature of Business:
  Principles of Consolidation:
 Cash and Cash Equivalents:
 Accounts Receivable:
 Marketable Securities
  Furniture and Equipment:
 Impairment of Long-Lived Assets:
 Notes and Interest Receivable  Retama Development Corporation:
 Interest Income Recognition  Retama Development Corporation:
 F-6




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES  continued
  Income Taxes:
  Revenue Recognition:
  Earnings (Loss) Per Common Stock Attributable To Call Now, Inc.:
 Concentration of Credit Risk:
   Fair Value of Financial Instruments:
 Use of Estimates:
 F-7




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES  continued
 Stock Based Compensation:
 Comprehensive Income:
 Recent Accounting Pronouncements:
 Subsequent Events:
 Reclassification:
 NOTE 2  MARKETABLE SECURITIES
  Gross
    
    
    Gross
    
    
    Carrying/Unrealized
    
    
    Unrealized
    
    
    Market2009
    
    Cost
    
    
    Gains
    
    
    (Losses)
    
    
    ValueCurrent Assets, available-for-sale:Equity securities, PWI common
stock, see note 4
    
    $
    4,828,448
    
    
    $
    4,239,905
    
    
    $
    
    
    
    $
    9,068,353Municipal bonds
    
    
    191,575
    
    
    
    
    
    
    
    (50,767
    )
    
    
    140,808$
    5,020,023
    
    
    $
    4,239,905
    
    
    $
    (50,767
    )
    
    $
    9,209,161Non-current Assets, available-for-sale:RDC Series A bonds
    
    
    30,083
    
    
    
    114,917
    
    
    
    
    
    
    
    145,000Total available-for-sale securities
    
    $
    5,050,106
    
    
    $
    4,354,822
    
    
    $
    (50,767
    )
    
    $
    9,354,161
 F-8




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 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
   NOTE 3 MARKETABLE SECURITIES AND NOTES RECEIVABLE  RETAMA DEVELOPMENT
    F-9




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##### Table of Contents



CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 NOTE 3 MARKETABLE SECURITIES AND NOTES RECEIVABLE  RETAMA DEVELOPMENT  continued
  History
and Developments During the Last Three Years
  Total
    
    
    Face AmountFace Amount
    
    
    Owned By
    
    
    Cost
    
    
    Carrying2009
    
    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
    
    
    $
    3,627,569
    
    
    $
    3,627,569Accrued interest receivable
    
    
    1,694,165
    
    
    
    1,694,165
    
    
    
    1,595,324
    
    
    
    1,595,324Total notes and interest receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,222,893
 Total
    
    
    Face AmountFace Amount
    
    
    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
    
    
    $
    3,627,569
    
    
    $
    3,627,569Accrued interest receivable
    
    
    1,311,894
    
    
    
    1,311,894
    
    
    
    1,311,894
    
    
    
    1,311,894Total notes and interest receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,939,464
 NOTE 4  MARKETABLE SECURITIES  RELATED PARTY
  F-10




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 NOTE 4  MARKETABLE SECURITIES  RELATED PARTY  continued
   NOTE 5 MARGIN LOAN PAYABLE  RELATED PARTY
   NOTE 6  STOCKHOLDERS EQUITY
 Preferred Stock:
   F-11




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##### Table of Contents



CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 NOTE 6  STOCKHOLDERS EQUITY  continued
  NOTE 7  INCOME TAXES
  2009
    
    
    2008Deferred federal income tax (benefit)
    
    $
    (92,921
    )
    
    $
    (95,605
    )Current federal income tax
    
    
    148,750
    
    
    
    250,000State income tax
    
    
    20,190
    
    
    
    23,998Income tax expense
    
    $
    76,019
    
    
    $
    178,393
  2009
    
    
    2008Deferred tax assets:Net operating loss carryforward, long-term
    
    $
    765,397
    
    
    $
    672,477Basis difference in assets, long-term
    
    
    171,204
    
    
    
    171,204$
    936,601
    
    
    $
    843,681Deferred tax (liabilities):Unrealized gains on marketable securities, current
    
    $
    (1,463,379
    )
    
    $
    (1,088,571
    )
    Unrecognized tax benefit at December 31, 2008
    
    $
    250,000Gross increases  tax positions in prior years
    
    
    148,750Settlements
    
    
    (398,750
    )Unrecognized tax benefits at December 31, 2009
    
    $
    0
  F-12




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##### Table of Contents



CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 NOTE 7  INCOME TAXES  continued
    NOTE 8  RELATED PARTY TRANSACTIONS
     F-13




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##### Table of Contents



CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 NOTE 9  MANAGEMENT AGREEMENT
  NOTE 10  FAIR VALUE MEASUREMENTS
   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, 2009Recurring Fair Value Measures
    
    Level 1
    
    Level 2
    
    Level 3
    
    TotalAssets:Marketable securities  related party
    
    $
    9,068,353
    
    
    $
    
    
    
    $
    
    
    
    $
    9,068,353Marketable securities  other
    
    
    140,808
    
    
    
    
    
    
    
    
    
    
    
    140,808Marketable securities  Retama
Development Corp.  Series A
    
    
    
    
    
    
    
    
    
    
    145,000
    
    
    
    145,000Liabilities:None
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 December 31, 2008Recurring Fair Value Measures
    
    Level 1
    
    Level 2
    
    Level 3
    
    TotalAssets:Marketable securities  related party
    
    $
    8,389,025
    
    
    $
    
    
    
    $
    
    
    
    $
    8,389,025Marketable securities  other
    
    
    1,264,954
    
    
    
    
    
    
    
    
    
    
    
    1,264,954Marketable securities  Retama
Development Corp.  Series A
    
    
    
    
    
    
    
    
    
    
    145,000
    
    
    
    145,000Liabilities:None
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  F-14




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##### Table of Contents



CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 NOTE 10  FAIR VALUE MEASUREMENTS  continued
   Marketable Securities Retama Development Corp.
    
    
    TotalBalances as of January 1, 2008
    
    $
    145,000
    
    
    $
    145,000Total losses (realized or unrealized):Included in earnings
    
    
    
    
    
    
    Included in other comprehensive income
    
    
    
    
    
    
    Purchases, issuances and settlements
    
    
    
    
    
    
    Transfers in and out of level 3
    
    
    
    
    
    
    $
    145,000
    
    
    $
    145,000Change in unrealized gains or losses in earnings (or changes in net
assets) relating to asset still held as of December 31, 2008
    
    $
    
    
    
    $
    Balances as of January 1, 2009
    
    $
    145,000
    
    
    $
    145,000Total losses (realized or unrealized):Included in earnings
    
    
    
    
    
    
    Included in other comprehensive income
    
    
    
    
    
    
    Purchases, issuances and settlements
    
    
    
    
    
    
    Transfers in and out of level 3
    
    
    
    
    
    
    $
    145,000
    
    
    $
    145,000Change in unrealized gains or losses in earnings (or changes in net
assets) relating to asset still held as of December 31, 2009
    
    $
    
    
    
    $
    
 NOTE 11  EARNINGS PER SHARE ATTRIBUTABLE TO CALL NOW, INC.
  Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    AmountYear Ended December 31, 2009Basic EPS:Net (loss) attributable to Call Now, Inc.
    
    $
    (414,135
    )
    
    
    2,902,367
    
    
    $
    (.14
    )Effect of dilutive options
    
    
    
    
    
    
    
    
    
    
    Dilutive EPS
    
    $
    (414,135
    )
    
    
    2,902,367
    
    
    $
    (.14
    )Year Ended December 31, 2008Basic EPS:Net (loss) attributable to Call Now, Inc.
    
    $
    (281,425
    )
    
    
    3,095,879
    
    
    $
    (.09
    )Effect of dilutive options
    
    
    
    
    
    
    
    
    
    
    Dilutive EPS
    
    $
    (281,425
    )
    
    
    3,095,879
    
    
    $
    (.09
    )
 F-15




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
 NOTE 12  CONTINGENCY
 Investment Company Act:
 NOTE 13  SUBSEQUENT EVENTS
           F-16




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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
  18




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
  NAME AND POSITION
    
    AGEWilliam M. Allen, Director
    
    
    82Bryan P. Brown, Director and CEO of Retama Entertainment Group, Inc.
    
    
    49Christopher J. Hall, Director and Chairman
    
    
    51Thomas R. Johnson, Director and President and Chief Executive Officer
    
    
    42
      CODE OF ETHICS
  
 ITEM 11. EXECUTIVE COMPENSATION.
 named executive officers
 19




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##### Table of Contents



Name and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    All OtherPosition
    
    Year
    
    Salary
    
    Bonus
    
    Options Awards
    
    Compensation(1)
    
    TotalThomas R. Johnson,
    
    
    2009
    
    
    $
    200,000
    
    
    $
    10,000
    
    
    
    
    
    
    $
    0
    
    
    $
    210,000President/CEO
    
    
    2008
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    7,000
    
    
    $
    207,000Christopher J. Hall,
    
    
    2009
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    0
    
    
    $
    200,000Chairman
    
    
    2008
    
    
    $
    131,140
    
    
    $
    10,000
    
    
    
    
    
    
    $
    7,000
    
    
    $
    148,140Bryan P. Brown,
    
    
    2009
    
    
    $
    200,000
    
    
    $
    10,000
    
    
    
    
    
    
    $
    7,000
    
    
    $
    217,000CEO, Retama
    
    
    2008
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    7,000
    
    
    $
    207,000Entertainment Group
 
 (1)
    
    Consists of director meeting fees. EXECUTIVE EMPLOYMENT CONTRACTS
 1 2 1 4
 1 2 1 4
  RISK CONSIDERATIONS
  EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2009
  DIRECTOR COMPENSATION
  20




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##### Table of Contents



Fees Earned or
    
    Option
    
    Non-equity Incentive
    
    All OtherName
    
    Paid in Cash
    
    Awards
    
    Plan Compensation
    
    Compensation
    
    TotalWilliam M. Allen
    
    $
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,000
 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
  Percent of OutstandingName
    
    Number of Shares
    
    Common StockChristopher J. Hall
    
    
    1,686,648
    
    
    
    84.15%Thomas R. Johnson
    
    
    93,975
    
    
    
    4.69%Bryan P. Brown
    
    
    -0-
    
    
    
    0%William M. Allen
    
    
    -0-
    
    
    
    0%Officers and Directors as a group (4 Persons)
    
    
    1,780,623
    
    
    
    88.84%
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCE.
      21




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DIRECTOR INDEPENDENCE
   AUDIT COMMITTEE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
   2009
    
    
    2008Audit Fees (1)
    
    $
    60,500
    
    
    $
    56,100Audit-Related Fees
    
    
    
    
    
    
    Tax Fees (2)
    
    
    4,650
    
    
    
    6,150All Other Fees (3)
    
    
    11,500
    
    
    
    Total
    
    $
    76,650
    
    
    $
    62,250
 
 (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.(3)
    
    All other fees include services billed from January through December of the fiscal year. 22




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##### Table of Contents



BOARD OF DIRECTORS REPORT
     Pre-Approval Policies
   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
 23




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 1.
    
    Financial statements.The index for the Consolidate Financial Statements and Report of Independent Registered
Public Accounting Firm can be found on page 17.2.
    
    Financial statement schedules.All financial statement schedules have been omitted, since the required information is
not applicable or is not present in amounts sufficient to require submission of the
schedule, or because the information required is included the Consolidated Financial
Statements and Notes thereto.3.
    
    Exhibits.A list of exhibits filed or furnished with this report on Form 10-K (or incorporated by
reference to exhibits previously filed or furnished by us) is provided in the Exhibit
Index immediately following the signature pages of this report. We will furnish copies
of exhibits for a reasonable fee (covering the expense of furnishing copies) up written
request. Stockholders may request exhibit copies by contacting: Thomas R. Johnson,
President, Call Now, Inc., 1 Retama Parkway, Selma, TX 78154.
 24




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##### Table of Contents



SIGNATURES
   By: 
Name:
    
    /s/ THOMAS R. JOHNSON

Thomas R JohnsonTitle:
    
    President, Chief Executive Officer and DirectorDate:
    
    March 31, 2010
  /s/ THOMAS R. JOHNSON

Thomas R. Johnson
    
    President, Chief Executive Officer and Director 
(Principal
Executive Officer and Principal Accounting Officer)
    
    March 31, 2010/s/ CHRISTOPHER J. HALL

Christopher J. Hall
    
    Chairman and Director
    
    March 31, 2010/s/ WILLIAM M. ALLEN

William M. Allen
    
    Director
    
    March 31, 2010/s/ BRYAN P. BROWN

Bryan P. Brown
    
    Director
    
    March 31, 2010
 25




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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit
    
    Incorporated ByNumber
    
    Reference 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. *10.6
    
    
    
    Fourth Amendment to Management Agreement forRetama Park.10.7
    
    
    
    Senior Secured Promissory Note between Call Now, Inc. and Penson Worldwide,
Inc., dated February 25,2010.10.8
    
    
    
    Purchase and Sale Agreement between Call Now, Inc. and Christopher J. Hall,
dated February 11, 2010.10.9
    
    
    
    Director Compensation. *10.10
    
    
    
    Summary of Compensation for Named Executive Officers as of March 29,
2010. *14
    
    U
    
    Business Ethics and Conduct Policy (Code of Ethics).21
    
    
    
    Subsidiaries31.1
    
    
    
    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).
 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. 26