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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, 2010
 COMMISSION
FILE NO. 0-27160
 
 CALL NOW, INC.
  NEVADA
(State of Incorporation)
    
    65-0337175
(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
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company þ
 o þ




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TABLE OF CONTENTS  PART IITEM 1. BUSINESS.ITEM 1A. RISK FACTORS.ITEM 2. PROPERTIES.ITEM 3. LEGAL PROCEEDINGS.ITEM 4. RESERVED.PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATA.ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.ITEM 7A. QUANTATATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.ITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.ITEM 11. EXECUTIVE COMPENSATION.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCE.ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-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
 
    
     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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History and Developments During the
Last Three Years
  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
  6




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Concentration of Assets
  Limited Liquidity Available in the Secondary Market
  Internal Revenue Service Examination
   General Economic Conditions
  Investment Company Act
  7




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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
  
 ITEM 2.
    
    PROPERTIES.
   
 ITEM 3.
    
    LEGAL PROCEEDINGS.
  
 ITEM 4.
    
    RESERVED.
 8




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##### Table of Contents



PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS,
AND ISSUER PURCHASES OF EQUITY SECURITIES
  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
 FISCAL YEAR 2010
    
    HIGH BID
    
    LOW BID1st Quarter
    
    No bid
    
    No bid2nd Quarter
    
    No bid
    
    No bid3rd Quarter
    
    
    2.50
    
    
    
    2.004th Quarter
    
    
    2.10
    
    
    
    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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##### Table of Contents



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, 2010
    
    $
    6,045,000
    
    
    $
    86,925,000Face Amount of Bonds owned by Call Now, Inc. at December 31, 2010
    
    $
    133,000
    
    
    $
    43,962,500Cost Basis of Bonds owned by Call Now, Inc. at December 31, 2010
    
    $
    27,594
    
    
    $
    1,077,083Carrying Value of Call Now, Inc. position at December 31, 2010
as reported on the balance sheet
    
    $
    133,000
    
    
    $
    -0-
 st
 Date
    
    Amount9/1/11
    
    $
    115,0009/1/12
    
    $
    120,0009/1/13
    
    $
    130,0009/1/14
    
    $
    140,0009/1/15
    
    $
    150,000
  st
 Business
 Business
 10




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




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History and Developments During the
Last Three Years
   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
  14




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Interest Income Recognition 
Retama Development Corporation.
 Valuation of Other Investments
  Interest Income Recognition  Retama Development Corporation
  Accounting for Income Taxes
    15




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YEAR ENDED DECEMBER 31, 2010 COMPARED TO 2009
 RESULTS OF OPERATIONS
 a. Revenues and Other Income
 Revenues
 Management
 Interest Income
 History and Developments During the Last
Three Years
 b. Expenses
 Cost and Other Expenses of Revenues
  Income Tax
  Other Comprehensive Income
  LIQUIDITY AND CAPITAL RESOURCES
   16




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As of December 31, 2009
    
    
    As of December 31, 2010Margin value of Retama Series B bonds
    
    $
    
    
    
    $
    Margin value of all other marketable securities
    
    
    9,259,476
    
    
    
    6,130,097Total margin value of marketable securities
    
    $
    9,259,476
    
    
    $
    6,130,097Maximum loan based on 75% loan-to-value
    
    $
    6,944,607
    
    
    $
    4,597,573Margin loan outstanding
    
    $
    13,259,281
    
    
    $
    5,777,020Margin loan availability (call)
    
    $
    (6,314,674
    )
    
    $
    (1,179,447
    )
    OFF-BALANCE SHEET ARRANGEMENTS
  
 ITEM 7A. QUANTATATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  17




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.
 Report of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets, December 31, 2010 and 2009
    
    
    F-2Consolidated Statements of Operations, years ended December 31, 2010 and 2009
    
    
    F-3Consolidated Statements of Changes in Stockholders Equity (Deficit), years ended December 31, 2010
and 2009
    
    
    F-4Consolidated Statements of Cash Flows, years ended December 31, 2010 and 2009
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6
 18




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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 31, 2011 F-1




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CALL NOW, INC. AND SUBSIDIARY
Consolidated Balance Sheets
 December 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    189,340
    
    
    $
    17,452Accounts receivable, net
    
    
    777,460
    
    
    
    789,069Marketable securities  related party
    
    
    2,449,509
    
    
    
    9,068,353Marketable securities  other
    
    
    3,638,437
    
    
    
    140,808Other current assets
    
    
    232,007
    
    
    
    139,696Total current assets
    
    
    7,286,753
    
    
    
    10,155,378Furniture, Equipment and Improvements (less accumulated
depreciation of $5,296 and $1,372)
    
    
    10,401
    
    
    
    14,325Other Assets:Marketable securities  Retama Development Corp.
    
    
    133,000
    
    
    
    145,000Investments
    
    
    116,279
    
    
    
    4,365,136Notes and interest receivable  Retama Development Corp.
    
    
    409,728
    
    
    
    5,222,893Deferred tax asset
    
    
    2,048,940
    
    
    
    936,601Total other assets
    
    
    2,707,947
    
    
    
    10,669,630Total Assets
    
    $
    10,005,101
    
    
    $
    20,839,333LIABILITIES AND EQUITY (DEFICIT)Current Liabilities:Accounts payable and accrued expenses
    
    $
    532,536
    
    
    $
    654,301Margin loan payable  related party
    
    
    5,777,021
    
    
    
    13,259,281Deferred taxes payable
    
    
    
    
    
    
    1,463,379Total current liabilities
    
    
    6,309,557
    
    
    
    15,376,961Long-Term Note Payable and Accrued Interest  related party
    
    
    14,508,750
    
    
    
    Equity (Deficit):Call Now Stockholders Equity (Deficit):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 2,013,877 and 2,902,367 outstanding
    
    
    3,327
    
    
    
    3,327Additional paid-in-capital
    
    
    7,091,120
    
    
    
    7,091,120Treasury stock, at cost, 1,313,198 and 424,708 shares
    
    
    (14,372,488
    )
    
    
    (3,094,455
    )Accumulated other comprehensive income (loss)
    
    
    (197,783
    )
    
    
    2,840,676Retained earnings (deficit)
    
    
    (3,495,497
    )
    
    
    (1,502,733
    )Total Call Now stockholders equity
    
    
    (10,971,321
    )
    
    
    5,337,935Non-controlling interest
    
    
    158,115
    
    
    
    124,437Total equity (deficit)
    
    
    (10,813,206
    )
    
    
    5,462,372Total Liabilities and Equity (Deficit)
    
    $
    10,005,101
    
    
    $
    20,839,333
 See notes to consolidated financial statements.
 F-2




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CALL NOW, INC. AND SUBSIDIARY
Consolidated Statements of Operations
 Years Ended December 31,2010
    
    
    2009RevenuesReimbursement of payroll and payroll related expenses
    
    $
    4,077,238
    
    
    $
    4,711,460Management fees
    
    
    240,000
    
    
    
    240,0004,317,238
    
    
    
    4,951,460ExpensesPayroll and payroll related expenses
    
    
    4,076,113
    
    
    
    4,711,460Corporate general and administrative operations
    
    
    842,623
    
    
    
    786,863Total expenses
    
    
    4,918,736
    
    
    
    5,498,323Net Operating (Loss)
    
    
    (601,498
    )
    
    
    (546,863
    )Other Income (Expenses)Interest income  related party
    
    
    149,635
    
    
    
    283,429Interest income  other
    
    
    183,218
    
    
    
    153,577Gain on sale of marketable securities  related party
    
    
    2,077,510
    
    
    
    688,197Gain (loss) on sale of marketable securities  other
    
    
    (10,001
    )
    
    
    41,571Gain on sale of investment  related party
    
    
    12,179
    
    
    
    107,162Gain on sale of investment  other
    
    
    
    
    
    
    42,764Impairment of other investments, long-term
    
    
    (3,044,241
    )
    
    
    Interest expense  related party
    
    
    (1,712,286
    )
    
    
    (1,059,953
    )Total other income (expense), net
    
    
    (2,343,986
    )
    
    
    256,747(Loss) before income taxes
    
    
    (2,945,484
    )
    
    
    (290,116
    )Income tax expense (benefit)
    
    
    (986,398
    )
    
    
    76,019Net (loss) including non-controlling interest
    
    
    (1,959,086
    )
    
    
    (366,135
    )Less: net income attributable to non-controlling interest
    
    
    (33,678
    )
    
    
    (48,000
    )Net (Loss) Attributable to Call Now
    
    $
    (1,992,764
    )
    
    $
    (414,135
    )Per Share DataBasic and diluted (loss) per share attributed toCall Now common shareholders
    
    $
    (.90
    )
    
    $
    (.14
    )Weighted average common shares outstanding:Basic
    
    
    2,214,868
    
    
    
    2,902,367Dilutive
    
    
    2,214,868
    
    
    
    2,902,367
 See notes to consolidated financial statements.
 F-3




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CALL NOW, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders Equity (Deficit)
 AccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    Retained
    
    
    Non-
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Treasury Stock
    
    
    Comprehensive
    
    
    Earnings
    
    
    Controlling
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Shares
    
    
    Amount
    
    
    Income
    
    
    (Deficit)
    
    
    Interest
    
    
    Equity (Deficit)Balance, December 31, 2008
    
    
    3,327,075
    
    
    $
    3,327
    
    
    $
    7,091,120
    
    
    
    424,708
    
    
    $
    (3,094,455
    )
    
    $
    2,113,109
    
    
    $
    (1,088,598
    )
    
    $
    76,437
    
    
    $
    5,100,940Comprehensive income (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
    
    
    $
    3,327
    
    
    $
    7,091,120
    
    
    
    424,708
    
    
    $
    (3,094,455
    )
    
    $
    2,840,676
    
    
    $
    (1,502,733
    )
    
    $
    124,437
    
    
    $
    5,462,372Purchase of treasury stock from related party
    
    


    
    
    
    
    
    
    
    
    
    
    
    
    898,463
    
    
    
    (11,404,600
    )

    
    
    
    
    
    
    
    
    
    
    
    

    
    
    (11,404,600
    )Sale of treasury stock to related party
    
    


    
    
    
    
    
    
    
    
    
    
    
    
    (9,973
    )
    
    
    126,567
    
    
    
    
    
    
    
    
    
    
    
    

    
    
    
    126,567Comprehensive income (loss):Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,992,764
    )
    
    
    33,678
    
    
    
    (1,959,086
    )Unrealized gain on securities, net of
$1,565,000 in income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,038,459
    )
    
    
    
    
    
    
    
    
    
    
    (3,038,459
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,997,545
    )Balance, December 31, 2010
    
    
    3,327,075
    
    
    $
    3,327
    
    
    $
    7,091,120
    
    
    
    1,313,198
    
    
    $
    (14,372,488
    )
    
    $
    (197,783
    )
    
    $
    (3,495,497
    )
    
    $
    158,115
    
    
    $
    (10,813,206
    )
 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 31,2010
    
    
    2009Operating ActivitiesNet (loss) including non-controlling interest
    
    $
    (1,959,086
    )
    
    $
    (366,135
    )Adjustments to reconcile net (loss) to
net cash (used) by operating activities:Net realized (gains) on sales of marketable securities  related party
    
    
    (2,077,510
    )
    
    
    (688,197
    )Net realized loss (gains) on sales of marketable securities  other
    
    
    10,001
    
    
    
    (41,571
    )Net realized (gains) on sales of long-term investments  related party
    
    
    (12,179
    )
    
    
    (107,162
    )Net realized (gains) on sales of long-term investments  other
    
    
    
    
    
    
    (42,764
    )Loss on impairment
    
    
    3,044,241
    
    
    
    Bad debt allowance
    
    
    180,000
    
    
    
    60,000Deferred income taxes
    
    
    (1,010,451
    )
    
    
    (92,920
    )Depreciation
    
    
    3,924
    
    
    
    3,924Changes in operating assets and liabilities:Accounts receivable
    
    
    (168,391
    )
    
    
    (240,000
    )Other current assets
    
    
    (156,921
    )
    
    
    (20,036
    )Accounts payable and accrued expenses
    
    
    (121,766
    )
    
    
    130,027Net Cash (Used) by Operating Activities
    
    
    (2,268,138
    )
    
    
    (1,404,834
    )Investing ActivitiesAdvances on notes and interest receivable  Retama Development Corp.
    
    
    (409,728
    )
    
    
    (283,429
    )Sales of note receivable  Retama Development Corp.
    
    
    5,222,893
    
    
    
    Proceeds from sales of available-for-sale marketable securities
    
    
    54,999
    
    
    
    1,106,364Proceeds from sales of available-for-sale marketable securities  related
party
    
    
    4,492,000
    
    
    
    1,170,597Purchase of available-for-sale marketable securities
    
    
    (3,950,000
    )
    
    
    Proceeds from sale of other long-term investments
    
    
    
    
    
    
    451,500Proceeds from sale of other long-term investments to related party
    
    
    
    
    
    
    400,000Purchase of other long-term investments
    
    
    (251,250
    )
    
    
    (723,762
    )Proceeds from other investments
    
    
    1,532,655
    
    
    
    Net Cash Provided by Investing Activities
    
    
    6,691,569
    
    
    
    2,121,270Financing ActivitiesProceeds from margin loans  related party
    
    
    7,537,367
    
    
    
    1,510,058Payments on margin loans  related party
    
    
    (15,019,627
    )
    
    
    (2,297,879
    )Proceeds from long-term debt  related party
    
    
    15,514,972
    
    
    
    Repayment of long-term debt  related party
    
    
    (1,006,222
    )
    
    
    Purchase of treasury stock  related party
    
    
    (11,404.600
    )
    
    
    Sale of treasury stock  related party
    
    
    126,567
    
    
    
    Net Cash (Used) by Financing Activities
    
    
    (4,251,543
    )
    
    
    (787,821
    )Net Change in Cash and Cash Equivalents
    
    
    171,888
    
    
    
    (71,385
    )Cash and cash equivalents at beginning of year
    
    
    17,452
    
    
    
    88,837Cash and Cash Equivalents at End of Year
    
    $
    189,340
    
    
    $
    17,452Supplemental DisclosuresInterest paid in cash
    
    $
    1,720,619
    
    
    $
    1,059,953Income taxes paid in cash
    
    
    12,813
    
    
    
    7,429
 See notes to consolidated financial statements.
 F-5




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CALL NOW, INC. AND SUBSIDIARY
 Notes to Consolidated Financial Statements
 December 31, 2010 and 2009
 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:
 Valuation of Other Investments
 F-6




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES  continued
  Interest Income Recognition  Retama Development Corporation:
 Income Taxes:
  Revenue Recognition:
  Earnings (Loss) Per Common Stock Attributable To Call Now, Inc.:
 Concentration of Credit Risk:
  Fair Value of Financial Instruments:
 F-7




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES  continued
  Use of Estimates:
 Stock Based Compensation:
 Comprehensive Income:
 Subsequent Events:
 Reclassification:
 NOTE 2  MARKETABLE SECURITIES
  Gross
    
    
    Gross
    
    
    Carrying/Unrealized
    
    
    Unrealized
    
    
    Market2010
    
    Cost
    
    
    Gains
    
    
    (Losses)
    
    
    ValueCurrent Assets, available-for-sale:Equity securities, PWI common
stock, see note 4
    
    $
    2,416,449
    
    
    $
    33,060
    
    
    $
    
    
    
    $
    2,449,509Municipal bonds
    
    
    4,076,575
    
    
    
    
    
    
    
    (438,138
    )
    
    
    3,638,437$
    6,493,024
    
    
    $
    33,060
    
    
    $
    (438,138
    )
    
    $
    6,087,946Non-current Assets, available-for-sale:RDC Series A bonds
    
    
    27,594
    
    
    
    105,406
    
    
    
    
    
    
    
    133,000Total available-for-sale securities
    
    $
    6,520,618
    
    
    $
    138,466
    
    
    $
    (438,138
    )
    
    $
    6,220,946
 F-8




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
 NOTE 2  MARKETABLE SECURITIES  continued
 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
   NOTE 3 MARKETABLE SECURITIES AND NOTES RECEIVABLE  RETAMA DEVELOPMENT
    F-9




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
 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
    
    
    Carrying2010
    
    Outstanding
    
    
    Call Now
    
    
    Basis
    
    
    ValueRDC Bonds (Marketable Securities):RDC Series A bonds
    
    $
    6,045,000
    
    
    $
    133,000
    
    
    $
    27,594
    
    
    $
    133,000RDC Series B bonds
    
    
    86,925,000
    
    
    
    43,962,500
    
    
    
    1,077,463
    
    
    
    Total bonds, long-term
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    133,000RDC Notes and Interest Receivable:Notes receivable, principal balance
    
    $
    400,000
    
    
    $
    400,000
    
    
    $
    400,000
    
    
    $
    400,000Accrued interest receivable
    
    
    9,728
    
    
    
    9,728
    
    
    
    9,728
    
    
    
    9,728Total notes and interest receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    409,728
 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
    
    
    1,595,324
    
    
    
    1,595,324
    
    
    
    1,595,324
    
    
    
    1,595,324Total notes and interest receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,222,893
 NOTE 4  MARKETABLE SECURITIES  RELATED PARTY
   F-10




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
 NOTE 4  MARKETABLE SECURITIES  RELATED PARTY  continued
 History
and Developments During the Last Three Years
 NOTE 5  MARGIN LOAN PAYABLE  RELATED PARTY
  NOTE 6  NOTE PAYABLE  RELATED PARTY
  F-11




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
 NOTE 7  STOCKHOLDERS EQUITY
 Preferred Stock:
    NOTE 8  INCOME TAXES
  2010
    
    
    2009Deferred federal income tax (benefit)
    
    $
    (1,010,449
    )
    
    $
    (92,921
    )Current federal income tax
    
    
    
    
    
    
    148,750State income tax
    
    
    24,051
    
    
    
    20,190Income tax expense (benefit)
    
    $
    (986,398
    )
    
    $
    76,019
  2010
    
    
    2009Deferred tax assets:Net operating loss carryforward, long-term
    
    $
    1,775,847
    
    
    $
    765,397Basis difference in assets, long-term
    
    
    
    
    
    
    171,204Unrealized losses on marketable securities, current
    
    
    101,888
    
    
    
    $
    (1,877,735
    )
    
    $
    936,601Deferred tax (liabilities):Unrealized gains on marketable securities, current
    
    $
    
    
    
    $
    (1,463,379
    )
   F-12




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
 NOTE 8  INCOME TAXES  continued
   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
  NOTE 9  RELATED PARTY TRANSACTIONS
      F-13




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
 NOTE 9  RELATED PARTY TRANSACTIONS  continued
  
   
   NOTE 10  MANAGEMENT AGREEMENT
  NOTE 11  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.
  F-14




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
 NOTE 11  FAIR VALUE MEASUREMENTS  continued
 December 31, 2010Recurring Fair Value Measures
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssets:Marketable securities  related party
    
    $
    2,449,509
    
    
    $
    
    
    
    $
    
    
    
    $
    2,449,509Marketable securities  other
    
    
    3,638,437
    
    
    
    
    
    
    
    
    
    
    
    3,638,437Marketable securities  Retama Development Corp.  Series A
    
    
    
    
    
    
    
    
    
    
    133,000
    
    
    
    133,000Liabilities:None
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Marketable SecuritiesRetama Developmement Corp.
    
    
    TotalBalances as of January 1, 2009
    
    $
    145,000
    
    
    $
    145,000Total losses (realized or unrealized):Included in earnings
    
    
    
    
    
    
    Included in other comprehensive income
    
    
    
    
    
    
    Purchases, issuances, redemptions 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
    
    $
    
    
    
    $
    
 F-15




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
 NOTE 11  FAIR VALUE MEASUREMENTS  continued
 Marketable SecuritiesRetama DevelopmementCorp.
    
    
    TotalBalances as of January 1, 2010
    
    $
    145,000
    
    
    $
    145,000Total losses (realized or unrealized):Included in earnings
    
    
    
    
    
    
    Included in other comprehensive income
    
    
    
    
    
    
    Purchases, issuances, redemptions and settlements
    
    
    (12,000
    )
    
    
    (12,000
    )Transfers in and out of level 3
    
    
    
    
    
    
    $
    133,000
    
    
    $
    133,000Change in unrealized gains or losses in earnings (or changes in net
assets) relating to asset still held as of December 31, 2010
    
    $
    
    
    
    $
    
 December 31, 2010TotalNon-Recurring Fair Value Measures
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    ImpairmentsAssets:Investments  Long-term
    
    $
    
    
    
    $
    
    
    
    $
    116,279
    
    
    $
    116,279
    
    
    $
    (3,044,241
    )
 December 31, 2009TotalNon-Recurring Fair Value Measures
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total
    
    
    ImpairmentsAssets:Investments  Long-term
    
    $
    
    
    
    $
    
    
    
    $
    4,365,136
    
    
    $
    4,365,136
    
    
    $
    
 NOTE 12  EARNINGS PER SHARE ATTRIBUTABLE TO CALL NOW, INC.
  Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    AmountYear Ended December 31, 2010Basic EPS:Net (loss) attributable to Call Now, Inc.
    
    $
    (1,992,764
    )
    
    
    2,214,868
    
    
    $
    (.90
    )Effect of dilutive options
    
    
    
    
    
    
    
    
    
    
    Dilutive EPS
    
    $
    (1,992,764
    )
    
    
    2,214,868
    
    
    $
    (.90
    )Year 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
    )
 F-16




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
 NOTE 13  CONTINGENCY
 Investment Company Act:
 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
 F-17




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A. 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
  19




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
  NAME AND POSITION
    
    AGEBryan P. Brown, Director and CEO of Retama Entertainment Group, Inc.
    
    
    50Christopher J. Hall, Director and Chairman
    
    
    52Thomas R. Johnson, Director and President and Chief Executive Officer
    
    
    43William P. McNeer III, Director
    
    
    50
      CODE OF ETHICS
  
 ITEM 11. EXECUTIVE COMPENSATION.
 named executive officers
 20




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Name and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options
    
    
    All OtherPrincipal Position
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Compensation(1)
    
    
    TotalThomas R. Johnson,
    
    
    2010
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    0
    
    
    $
    200,000President/CEO
    
    
    2009
    
    
    $
    200,000
    
    
    $
    10,000
    
    
    
    
    
    
    $
    0
    
    
    $
    210,000Christopher J. Hall,
    
    
    2010
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    0
    
    
    $
    200,000Chairman
    
    
    2009
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    0
    
    
    $
    200,000Bryan P. Brown,
    
    
    2010
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    0
    
    
    $
    200,000CEO, Retama
Entertainment Group
    
    
    2009
    
    
    $
    200,000
    
    
    $
    10,000
    
    
    
    
    
    
    $
    7,000
    
    
    $
    217,000
 
 (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, 2010
  DIRECTOR COMPENSATION
   21




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##### Table of Contents



Fees Earned or
    
    
    
    
    
    
    Non-equity Incentive
    
    
    All OtherName
    
    Paid in Cash
    
    
    Option Awards
    
    
    Plan Compensation
    
    
    Compensation
    
    
    TotalWilliam P. McNeer III
    
    $
    5,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,000
 
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
  Percent of OutstandingName
    
    Number of Shares
    
    Common StockChristopher J. Hall
    
    1,696,621
    
    84.25%Thomas R. Johnson
    
    93,975
    
    4.69%Bryan P. Brown
    
    -0-
    
    0%William M. Allen
    
    -0-
    
    0%
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCE.
       22




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DIRECTOR INDEPENDENCE
   AUDIT COMMITTEE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
   2010
    
    
    2009Audit Fees (1)
    
    $
    60,500
    
    
    $
    60,500Audit-Related Fees
    
    
    
    
    
    
    Tax Fees (2)
    
    
    5,150
    
    
    
    4,650All Other Fees (3)
    
    
    750
    
    
    
    11,500Total
    
    $
    66,400
    
    
    $
    76,650
 
 (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.
 23




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BOARD OF DIRECTORS REPORT
     Pre-Approval Policies
   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
 24




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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 18.2.
    
    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.
 25




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##### Table of Contents



SIGNATURES
  CALL NOW, INC.By:
    /s/  THOMAS R. JOHNSONName:
    Thomas R. JohnsonTitle:
    President, Chief Executive Officer and DirectorDate:
    March 31, 2011  /s/ THOMAS R. JOHNSON

Thomas R. Johnson
    
    President, Chief Executive Officer
and Director (Principal
Executive Officer and Principal Accounting Officer)
    
    March 31, 2011/s/ CHRISTOPHER J.
HALL

Christopher J. Hall
    
    Chairman and Director
    
    March 31, 2011/s/ BRYAN P. BROWN

Bryan P. Brown
    
    Director
    
    March 31, 2011/s/ WILLIAM P.
MCNEER III

William P. McNeer III
    
    Director
    
    March 31, 2011
 26




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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
    
    
    V
    
    Fourth Amendment to Management Agreement for Retama Park.10.7
    
    
    W
    
    Senior Secured Promissory Note between Call Now, Inc.
and Penson Worldwide,
Inc., dated February 25,2010.10.8
    
    
    X
    
    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 8,
2011. *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.C
    
    Incorporated by reference to Exhibit 3(c) of Form 10-KSB for the year ended December 31,
1999.G
    
    Incorporated by reference to Exhibit 8.12 of Form 10-KSB for year ended December 31, 1997.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. *U
    
    Incorporated by reference to Exhibit 14 of Form 10-KSB for year ended December 31, 2005.V
    
    Incorporated by reference to Exhibit 10.6 of Form 10-K for year ended December 31, 2009.W
    
    Incorporated by reference to Exhibit 10.7 of Form 10-K for year ended December 31, 2009.X
    
    Incorporated by reference to Exhibit 10.8 of Form 10-K for year ended December 31, 2009.
 
 *
    
    - Indicates a management contract or compensatory plan or agreement. 27