##### 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 1934FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2005
 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
  o




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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 AND CORPORATE PERSONS; 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 AND RELATED TRANSACTIONSITEM 13. EXHIBITS AND REPORTS ON FORM 8-KITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESSIGNATURESStock Option Issued to Thomas R. JohnsonBusiness Ethics and Conduct PolicySubsidiariesCertification 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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##### Table of Contents



EMPLOYEES
  AVAILABLE INFORMATION
  
 ITEM 2. DESCRIPTION OF PROPERTY
   
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
    3




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##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
  FISCAL YEAR 2004
    
    HIGH BID
    
    LOW BID1st Quarter
    
    $
    5.50
    
    
    $
    2.252nd Quarter
    
    
    8.15
    
    
    
    3.503rd Quarter
    
    
    7.95
    
    
    
    4.004th Quarter
    
    
    7.45
    
    
    
    4.50
 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
  Recent Sales of Unregistered Securities
   Stockholder
    
    SharesThomas R. Johnson
    
    
    33,334Christopher J. Hall
    
    
    100,000
 4




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##### Table of Contents



ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
 Retama Park Racetrack
 Management
  Bonds
 Bonds
   Retama Development Corporation Special
    
    Senior
    
    
    SubordinateFacilities Revenue Bonds, Dated 1997
    
    Series A Bonds
    
    
    Series B Bonds7% due 9/1/33
    
    
    8% due 9/1/33Total Bonds Outstanding at December 31, 2005
    
    $
    6,510,000
    
    
    $
    86,925,000Bonds owned by Call Now, Inc. at December 31, 2005
    
    $
    150,000
    
    
    $
    43,962,500Carrying Value of Call Now, Inc. position at December 31,
2005 as reported on the balance sheet
    
    $
    150,000
    
    
    $
    1,077,463
   Penson Worldwide, Inc.
  5




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##### Table of Contents



The Estates at Canyon Ridge
   Investment Company
  6




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##### Table of Contents



Critical Accounting Policies
 General
  Valuation of Marketable Securities
  Valuation of Penson Common Stock
  Income Taxes
  7




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##### Table of Contents



YEAR ENDED DECEMBER 31, 2005 COMPARED TO 2004
 RESULTS OF OPERATIONS
 a. Revenues and Other Income
 Revenue
  Interest Income
  b. Expenses
 Cost and Other Expenses of Revenues
  Income Tax
  LIQUIDITY AND CAPITAL RESOURCES
    8




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##### Table of Contents



OFF-BALANCE SHEET ARRANGEMENTS
  EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS
   RISK FACTORS
  RISKS RELATED TO OUR BUSINESS
 Concentration of Operations of Subsidiary
  Concentration of Assets
  9




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Limited Liquidity Available in the Secondary Market
  Investment Company Act
  
 ITEM 7. FINANCIAL STATEMENTS
 Report of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheet, December 31, 2005
    
    
    F-2Consolidated Statements of Operations, years ended December 31, 2005 and 2004
    
    
    F-3Consolidated Statements of Changes in Stockholders Equity, years ended December 31, 2005 and 2004
    
    
    F-4Consolidated Statements of Cash Flows, years ended December 31, 2005 and 2004
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6
 10




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/ Akin, Doherty, Klein & Feuge, P.C.

Akin, Doherty, Klein & Feuge, P.C.San Antonio, TexasMarch 17, 2005
 F-1




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##### Table of Contents



CALL NOW, INC. AND SUBSIDIARY
Consolidated Balance Sheet
 December 31,2005ASSETSCurrent Assets:Cash and equivalents
    
    $
    43,631Accounts receivable
    
    
    137,069Marketable securities
    
    
    5,063,708Other current assets
    
    
    100,648Total current assets
    
    
    5,345,056Long-Term Assets:Marketable securities  Retama Development Corp.
    
    
    1,227,463Investment  affiliate
    
    
    6,600,000Investment  other
    
    
    1,260,000Notes and interest receivable
    
    
    2,155,439Deferred tax asset
    
    
    324,953Total long-term assets
    
    
    11,567,855Total Assets
    
    $
    16,912,911LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable and accrued expenses
    
    $
    131,302Margin loan payable  affiliate
    
    
    10,619,017Total current liabilities
    
    
    10,750,319Minority Interest in Consolidated Subsidiary
    
    
    4,514Stockholders Equity:Preferred stock, $.001 par value; authorized 266,667 shares, none outstanding
    
    
    Common stock, $.001 par value; authorized 16,666,667 shares,
3,293,741 issued and 3,130,885 outstanding
    
    
    3,293Additional paid-in-capital
    
    
    7,038,153Treasury stock, at cost, 162,856 shares
    
    
    (449,750
    )Accumulated other comprehensive income
    
    
    100,611Retained earnings (deficit)
    
    
    (534,229
    )Total stockholders equity
    
    
    6,158,078Total Liabilities and Stockholders Equity
    
    $
    16,912,911
 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 312005
    
    
    2004RevenuesReimbursement of payroll and payroll related expenses
    
    $
    4,955,279
    
    
    $
    4,502,582Management fees
    
    
    240,000
    
    
    
    240,000Total revenues
    
    
    5,195,279
    
    
    
    4,742,582ExpensesPayroll and payroll related expenses
    
    
    5,069,279
    
    
    
    4,616,582Other management expenses
    
    
    110,000
    
    
    
    105,056Corporate general and administrative operations
    
    
    411,869
    
    
    
    597,979Total expenses
    
    
    5,591,148
    
    
    
    5,319,617Net Operating (Loss)
    
    
    (395,869
    )
    
    
    (577,035
    )Other Income (Expenses)Interest income  affiliate
    
    
    308,708
    
    
    
    588,353Interest income  others
    
    
    267,420
    
    
    
    208,988Gain on sales of marketable securities
    
    
    208,394
    
    
    
    223,125Other income
    
    
    
    
    
    
    7,832Interest expense  affiliate
    
    
    (418,999
    )
    
    
    (223,427
    )Total other income
    
    
    365,523
    
    
    
    804,871Income (loss) before minority interest and income taxes
    
    
    (30,346
    )
    
    
    227,836Minority interest in income of subsidiary
    
    
    (3,200
    )
    
    
    (5,241
    )Income (loss) before income taxes
    
    
    (33,546
    )
    
    
    222,595Income tax expense (benefit)
    
    
    (12,664
    )
    
    
    79,459Net Income (Loss)
    
    $
    (20,882
    )
    
    $
    143,136Earnings (Loss) Per ShareBasic and diluted
    
    $
    (.01
    )
    
    $
    .05Weighted average common shares outstanding:Basic
    
    
    3,017,149
    
    
    
    2,820,200Dilutive
    
    
    3,017,149
    
    
    
    2,962,760
 See
notes to consolidated financial statements.
 F-3




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##### Table of Contents



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, 2003
    
    
    2,893,482
    
    
    $
    2,893
    
    
    $
    5,980,048
    
    
    
    162,856
    
    
    $
    (449,750
    )
    
    $
    204,093
    
    
    $
    (656,483
    )
    
    $
    5,080,801Issuance of common stock
    
    
    266,925
    
    
    
    267
    
    
    
    908,238
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    908,505Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143,136
    
    
    
    143,136Unrealized gain on securities, net of
$(25,000) of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42,893
    )
    
    
    
    
    
    
    (42,893
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,243Balance, December 31, 2004
    
    
    3,160,407
    
    
    
    3,160
    
    
    
    6,888,286
    
    
    
    162,856
    
    
    
    (449,750
    )
    
    
    161,200
    
    
    
    (513,347
    )
    
    
    6,089,549Issuance of common stock
    
    
    133,334
    
    
    
    133
    
    
    
    149,867
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000Comprehensive income (loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20,882
    )
    
    
    (20,882
    )Unrealized loss on securities, net of
$(52,000) in income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (60,589
    )
    
    
    
    
    
    
    (60,589
    )Total comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (81,472
    )Balance, December 31, 2005
    
    
    3,293,741
    
    
    $
    3,293
    
    
    $
    7,038,153
    
    
    
    162,856
    
    
    $
    (449,750
    )
    
    $
    100,611
    
    
    $
    (534,229
    )
    
    $
    6,158,078
 See notes to consolidated financial statements. F-4
    Table of Contents  CALL NOW, INC. AND SUBSIDIARY  Consolidated Statements of Cash Flows
 Years Ended December 312005
    
    
    2004Operating ActivitiesNet income (loss)
    
    $
    (20,882
    )
    
    $
    143,136Adjustments to reconcile net income (loss)
to net cash (used) by operating activities:Net realized (gains) on sales of marketable securities
    
    
    (208,394
    )
    
    
    (223,125
    )Minority interest
    
    
    3,200
    
    
    
    5,241Deferred income taxes
    
    
    (12,664
    )
    
    
    79,459Changes in operating assets and liabilities:Accounts receivable
    
    
    (6,000
    )
    
    
    (86,000
    )Other assets
    
    
    (173,044
    )
    
    
    (164,994
    )Accounts payable and accrued expenses
    
    
    (41,014
    )
    
    
    90,690Net Cash (Used) by Operating Activities
    
    
    (458,798
    )
    
    
    (155,593
    )Investing ActivitiesAdvances on notes receivable
    
    
    (25,000
    )
    
    
    (1,969,134
    )Collections on notes receivable
    
    
    
    
    
    
    1,500,000Proceeds from sales of available-for-sale marketable securities
    
    
    2,742,563
    
    
    
    4,152,225Purchase of available-for-sale marketable securities
    
    
    (7,155,678
    )
    
    
    (3,676,471
    )Proceeds from bond redemption
    
    
    (1,260,000
    )
    
    
    Net Cash Provided (Used) by Investing Activities
    
    
    (5,698,115
    )
    
    
    6,620Financing ActivitiesMargin loan proceeds (repayments)
    
    
    6,031,827
    
    
    
    (816,394
    )Issuance of common stock
    
    
    150,000
    
    
    
    908,505Net Cash Provided by Financing Activities
    
    
    6,181,827
    
    
    
    92,111Net Change in Cash
    
    
    24,914
    
    
    
    (56,862
    )Cash at beginning of year
    
    
    18,716
    
    
    
    75,578Cash at End of Year
    
    $
    43,630
    
    
    $
    18,716Supplemental Disclosure of Cash Flow InformationInterest paid in cash
    
    $
    418,999
    
    
    $
    223,427Federal income taxes paid in cash
    
    
    
    
    
    
    Conversion of note receivable to investment in common stock
    
    
    6,600,000
    
    
    
    
 See notes to consolidated financial statements.
 F-5
    Table of Contents  CALL NOW, INC. AND SUBSIDIARY  Notes to Consolidated Financial Statements  December 31, 2005 and 2004
 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:
 F-6
    Table of Contents  CALL NOW, INC. AND SUBSIDIARY  Notes to Consolidated Financial Statements  December 31, 2005 and 2004
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES  continued
 Federal Income Taxes:
 Revenue Recognition:
  Earnings (Loss) Per Common Stock:
 Concentration of Credit Risk:
  Use of Estimates:
  Stock Based Compensation:
 F-7
    Table of Contents  CALL NOW, INC. AND SUBSIDIARY  Notes to Consolidated Financial Statements  December 31, 2005 and 2004
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES  continued
  2005
    
    
    2004Net income (loss) as reported
    
    $
    (20,882
    )
    
    $
    143,136Deduct: 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 or 2004
    
    
    
    
    
    
    Pro forma earnings (loss)
    
    $
    (20,882
    )
    
    $
    143,136Earnings (loss) per common share:Basic, as reported
    
    $
    (0.01
    )
    
    $
    0.05Basic, pro forma
    
    
    (0.01
    )
    
    
    0.05Diluted, as reported
    
    
    (0.01
    )
    
    
    0.05Diluted, pro forma
    
    
    (0.01
    )
    
    
    0.05
 Comprehensive Income:
 Recent Accounting Pronouncements:
  F-8
    Table of Contents  CALL NOW, INC. AND SUBSIDIARY  Notes to Consolidated Financial Statements  December 31, 2005 and 2004
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES  continued
 Reclassification:
 NOTE 2  MARKETABLE SECURITIES
  Gross
    
    
    Gross
    
    
    Carrying/Unrealized
    
    
    Unrealized
    
    
    MarketCost
    
    
    Gains
    
    
    (Losses)
    
    
    ValueAvailable-for-sale:RDC Series A bonds
    
    $
    31,121
    
    
    $
    118,879
    
    
    $
    
    
    
    $
    150,000Other securities
    
    
    5,030,147
    
    
    
    55,146
    
    
    
    (21,585
    )
    
    
    5,063,7085,061,268
    
    
    
    174,025
    
    
    
    (21,585
    )
    
    
    5,213,708Held-to-maturity:RDC Series B bonds
    
    
    1,077,463
    
    
    
    
    
    
    
    
    
    
    
    1,077,463$
    6,138,731
    
    
    $
    174,025
    
    
    $
    (21,585
    )
    
    $
    6,291,171Included on the balance sheet as:Marketable securities, current
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,063,708Marketable securities, long-term (Retama Development Corp.)  Note 3
    
    
    1,227,463$
    6,291,171
  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, 2005 and 2004
 NOTE 3  RETAMA DEVELOPMENT  MARKETABLE SECURITIES AND NOTES RECEIVABLE 
continued
   Total
    
    
    Owned By
    
    
    CarryingOutstanding
    
    
    Call Now
    
    
    ValueRDC Bonds (Marketable Securities):RDC Series A bonds
    
    $
    6,510,000
    
    
    $
    150,000
    
    
    $
    150,000RDC Series B bonds
    
    
    86,925,000
    
    
    
    43,962,500
    
    
    
    1,077,463Total bonds, long-term
    
    
    
    
    
    
    
    
    
    $
    1,227,463RDC Notes and Interest Receivable:Notes receivable, principal balance
    
    $
    1,681,669
    
    
    $
    1,681,669
    
    
    $
    1,681,669Accrued interest receivable
    
    
    473,769
    
    
    
    473,769
    
    
    
    473,770Total notes and interest receivable
    
    
    
    
    
    
    
    
    
    $
    2,155,439
 NOTE 4  PENSON WORLDWIDE, INC.  INVESTMENT IN AFFILIATE
    NOTE 5  PENSON FINANCIAL SERVICES, INC.  MARGIN LOAN PAYABLE
  F-10




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##### Table of Contents



CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
 NOTE 6  STOCKHOLDERS EQUITY
 Preferred Stock:
    Stock Options:
  2005
    
    2004Risk-free interest rate
    
    *
    
    
    
    *Expected dividend yield
    
    *
    
    
    
    *Expected volatility of common stock
    
    *
    
    
    
    *Expected weighted-average life of option
    
    *
    
    
    
    ** No grants were awarded during 2005 or 2004
    F-11




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##### Table of Contents



CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
 NOTE 6  STOCKHOLDERS EQUITY  continued
 2005
    
    
    2004Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageShares
    
    
    Exercise Price
    
    
    Shares
    
    
    Exercise PriceOutstanding at the
beginning of year
    
    
    173,335
    
    
    $
    1.210
    
    
    
    446,670
    
    
    $
    2.550Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    (133,334
    )
    
    
    1.125
    
    
    
    (266,925
    )
    
    
    3.400Forfeited
    
    
    (6,667
    )
    
    
    1.125
    
    
    
    (6,410
    )
    
    
    3.120Cancelled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at
the end of year
    
    
    33,334
    
    
    $
    1.590
    
    
    
    173,335
    
    
    $
    1.210Options exercisable
at year end
    
    
    33,334
    
    
    $
    1.590
    
    
    
    173,335
    
    
    $
    1.210Weighted average
contractual life
remaining at year-end
    
    
    
    
    
    0.9 yrs.
    
    
    
    
    
    
    1.1 yrs.
 NOTE 7  INCOME TAXES
  2005
    
    
    2004Current:Federal
    
    $
    (12,664
    )
    
    $
    79,459State
    
    
    
    
    
    
    $
    (12,664
    )
    
    $
    79,459
  Deferred tax assets (liabilities):Net operating loss carryforward
    
    $
    376,783Unrealized gain on marketable securities
    
    
    (51,830
    )Net deferred tax asset
    
    $
    324,953
  NOTE 8  RELATED PARTY TRANSACTIONS
  F-12




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
 NOTE 8  RELATED PARTY TRANSACTIONS  continued
   NOTE 9  MANAGEMENT AGREEMENT
  NOTE 10  EARNINGS PER SHARE
  Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    AmountYear Ended December 31, 2005Basic EPS:Net income (loss)
    
    $
    (20,882
    )
    
    
    3,017,149
    
    
    $
    (0.01
    )Effect of dilutive options
    
    
    
    
    
    
    
    
    
    
    Dilutive EPS
    
    $
    (20,882
    )
    
    
    3,017,149
    
    
    
    (0.01
    )Year Ended December 31, 2004Basic EPS:Net income
    
    $
    143,136
    
    
    
    2,820,200
    
    
    $
    0.05Effect of dilutive options
    
    
    
    
    
    
    142,560
    
    
    
    Dilutive EPS
    
    $
    143,136
    
    
    
    2,962,760
    
    
    $
    0.05
 NOTE 11  CONTINGENCY
 Federal Income Taxes:
  F-13




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2005 and 2004
 NOTE 11  CONTINGENCY  continued
  Investment Company Act:
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 F-14




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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 AND CORPORATE PERSONS;
COMPLIANCE
WITH               SECTION 16(a) OF THE EXCHANGE ACT.
  NAME
    
    AGE
    
    POSITIONWilliam M. Allen
    
    78
    
    DirectorBryan P. Brown
    
    45
    
    DirectorChristopher J. Hall
    
    47
    
    DirectorThomas R. Johnson, President and Chief Executive Officer
    
    38
    
    Director
     COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
  CODE OF ETHICS
  12




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##### Table of Contents



ITEM 10. EXECUTIVE COMPENSATION.
 SUMMARY COMPENSATION TABLE
 Other AnnualName and Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    CompensationThomas R. Johnson
    
    
    2005
    
    
    $
    125,000
    
    
    
    -0-
    
    
    
    -0-Chief Executive Officer,
    
    
    2004
    
    
    $
    125,000
    
    
    
    -0-
    
    
    
    -0-President
    
    
    2003
    
    
    $
    100,000
    
    
    
    -0-
    
    
    
    -0-Bryan P. Brown
    
    
    2005
    
    
    $
    200,000
    
    
    
    -0-
    
    
    
    -0-CEO of Retama Entertainment
    
    
    2004
    
    
    $
    200,000
    
    
    
    -0-
    
    
    
    -0-Group, Inc.
    
    
    2003
    
    
    $
    175,000
    
    
    
    -0-
    
    
    
    -0-
 DIRECTOR COMPENSATION
  EXECUTIVE EMPLOYMENT CONTRACTS
  Thomas R. Johnson
    
    $
    125,000Bryan P. Brown
    
    $
    200,000
  STOCK OPTIONS
   Aggregated Option Exercises and Fiscal Year End Option Value
 Value ofShares
    
    
    
    
    
    Number of
    
    Unexercised In-Acquired
    
    Value
    
    Unexercised Options
    
    the-money OptionsName
    
    On Exercise
    
    Realized
    
    At Fiscal Year End
    
    At Fiscal Year EndThomas R. Johnson
    
    
    33,334
    
    
    $
    187,504
    
    
    
    33,334
    
    
    $
    172,003
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EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2005
  Number of
    
    
    
    
    
    
    Number of securitiessecurities to be
    
    
    Weighted-
    
    
    remaining available forissued upon
    
    
    average exercise
    
    
    future issuance under equityexercise of
    
    
    price of
    
    
    compensation plansoutstanding
    
    
    outstanding
    
    
    (excluding securitiesoptions/warrants
    
    
    options/warrants
    
    
    reflected in column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity
compensation plans
approved by
security holders
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-Equity compensation
plans not approved
by
security holders
(1)
    
    
    33,334
    
    
    
    1.59
    
    
    
    -0-Total
    
    
    33,334
    
    
    
    1.59
    
    
    
    -0-
 
 (1)
    
    Represents stock options which expire on November 19, 2006 held by Thomas R. Johnson. 
 ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND
RELATED                  STOCKHOLDER
MATTERS.
  Percent ofNumber of
    
    OutstandingName
    
    Shares
    
    Common StockChristopher J. Hall
    
    
    2,656,281
    
    
    
    84.84
    %Thomas R. Johnson
    
    
    93,975
    (1)
    
    
    2.97
    %Bryan P. Brown
    
    
    -0-
    
    
    
    0
    %William M. Allen
    
    
    -0-
    
    
    
    0
    %
 
 Officers and Directors as a group (4 Persons)...... 2,750,256 (1) 86.92%(1)
    
    Includes stock options held as follows: Thomas R Johnson  33,334 shares. 
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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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.8.18
    
    
    
    
    
    
    
    Q
    
    
    
    
    
    
    Resignation of Clyde Bailey, PC as auditor and
engagement of Killman, Murrell & Company, PC.8.19
    
    
    
    
    
    
    
    R
    
    
    
    
    
    
    Resignation of Killman, Murrell & Company, PC
as auditor.8.20
    
    
    
    
    
    
    
    S
    
    
    
    
    
    
    Engagement of Akin, Doherty, Klein & Feuge,
P.C. as auditor.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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock option issued to Thomas R. Johnson.14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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).
 16




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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).
 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.Q
    
    
    
    Incorporated by reference to Exhibit 10.18 of Form 8-K filed
April 19, 2005.R
    
    
    
    Incorporated by reference to Exhibit 10.19 of Form 8-K filed
May 24, 2005.S
    
    
    
    Incorporated by reference to Exhibit 10.20 of Form 8-K filed
July 27, 2005.
 
 *
    
     Indicates a management contract or compensatory plan or agreement. 17




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
   2005
    
    
    2004Audit Fees (1)
    
    $
    41,000
    
    
    $
    12,375Audit-Related Fees
    
    
    0
    
    
    
    0Tax Fees (2)
    
    
    3,000
    
    
    
    0All Other Fees
    
    
    7,500
    
    
    
    0Total
    
    $
    51,500
    
    
    $
    12,375
 
 (1)
    
    Audit fees represent fees for professional services provided in connection with
the audit of our financial statements and review of our quarterly financial
statements.(2)
    
    Tax fees principally included tax advice, tax planning and tax return preparation.     Pre-Approval Policies
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SIGNATURES
  /s/ Thomas R Johnson
  /s/ Thomas R Johnson
    
    President and Director
    
    March 24, 2006(Principal Executive Officer and Principal Accounting Officer)/s/ Christopher J Hall
    
    Director
    
    March 24, 2006/s/ William M. Allen
    
    Director
    
    March 24, 2006/s/ Bryan P. Brown
    
    Director
    
    March 24, 2006
 19