##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 
 FORM 10-KSB
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2007
 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
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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 SECURITY HOLDERSPART IIITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONSITEM 7. FINANCIAL STATEMENTSITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 8A. CONTROLS AND PROCEDURESITEM 8B. OTHER INFORMATIONPART IIIITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACTITEM 10. EXECUTIVE COMPENSATIONITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCEITEM 13. EXHIBITSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESSIGNATURESSubsidiariesCertification Pursuant to Section 302Certification Pursuant to Section 906    Table of Contents  
 PART I
 
 ITEM 1. DESCRIPTION OF BUSINESS.
 HISTORY AND DEVELOPMENTS DURING THE LAST THREE YEARS
           2




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EMPLOYEES
  3




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AVAILABLE INFORMATION
  
 ITEM 2. DESCRIPTION OF PROPERTY.
    
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
  FISCAL YEAR 2006
    
    HIGH BID
    
    LOW BID1st Quarter
    
    $
    8.00
    
    
    $
    6.252nd Quarter
    
    
    10.00
    
    
    
    5.953rd Quarter
    
    
    11.00
    
    
    
    8.004th Quarter
    
    
    15.00
    
    
    
    7.00
 FISCAL YEAR 2007
    
    HIGH BID
    
    LOW BID1st Quarter
    
    $
    14.95
    
    
    $
    7.002nd Quarter
    
    
    16.90
    
    
    
    11.003rd Quarter
    
    
    17.00
    
    
    
    7.004th Quarter
    
    
    17.00
    
    
    
    7.10
  Recent Sales of Unregistered Securities
  
 ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
 Retama Park Racetrack
 Management
  Bonds
 Bonds
   5




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##### Table of Contents



Senior
    
    SubordinateRetama Development Corporation Special
    
    Series A Bonds
    
    Series B BondsFacilities Revenue Bonds, Dated 1997
    
    7% due 9/1/33
    
    8% due 9/1/33Total Bonds Outstanding at December 31, 2007
    
    $
    6,345,000
    
    
    $
    86,925,000Bonds owned by Call Now, Inc. at December 31, 2007
    
    $
    145,000
    
    
    $
    43,962,500Carrying Value of Call Now, Inc. position at December 31,
2007 as reported on the balance sheet
    
    $
    145,000
    
    
    $
    -0-
   Penson Worldwide, Inc.
      The Estates at Canyon Ridge
  6




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The Cambridge at Auburn
  TNO Holdings, LLC
  Investment Company Act
  7




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##### Table of Contents



Critical Accounting Policies
 General
  Valuation of Marketable Securities
  Valuation of Penson Worldwide, Inc. Common Stock
  Income Taxes
  8




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YEAR ENDED DECEMBER 31, 2007 COMPARED TO 2006
 RESULTS OF OPERATIONS
 a. Revenues and Other Income
 Revenue
 Management
 Interest Income
  b. Expenses
 Cost and Other Expenses of Revenues
  Income Tax
  Other Comprehensive Income
  LIQUIDITY AND CAPITAL RESOURCES
   9




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OFF-BALANCE SHEET ARRANGEMENTS
  RISK FACTORS
  RISKS RELATED TO OUR BUSINESS
 Concentration of Operations of Subsidiary
  Concentration of Assets
  Limited Liquidity Available in the Secondary Market
  Investment Company Act
  10




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ITEM 7. FINANCIAL STATEMENTS
 Report of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheet, December 31, 2007
    
    
    F-2Consolidated Statements of Operations, years ended December 31, 2007 and 2006
    
    
    F-3Consolidated Statements of Changes in Stockholders Equity, years ended December 31, 2007 and 2006
    
    
    F-4Consolidated Statements of Cash Flows, years ended December 31, 2007 and 2006
    
    
    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 17, 2008
 F-1




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CALL NOW, INC. AND SUBSIDIARY
Consolidated Balance Sheet
 December 31,2007ASSETSCurrent Assets:Cash and equivalents
    
    $
    231,030Accounts receivable
    
    
    369,069Marketable securities
    
    
    17,929,697Other current assets
    
    
    266,063Total current assets
    
    
    18,795,859Long-Term Assets:Marketable securities  Retama Development Corp.
    
    
    145,000Investment  affiliate
    
    
    385,438Investment  other
    
    
    3,268,910Notes and interest receivable  Retama Development Corp.
    
    
    4,071,935Deferred tax asset
    
    
    748,076Total long-term assets
    
    
    8,619,359Total Assets
    
    $
    27,415,218LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable and accrued expenses
    
    $
    265,146Margin loan payable  affiliate
    
    
    988,271Margin loan payable  other
    
    
    9,346,388Deferred taxes payable
    
    
    3,723,324Total current liabilities
    
    
    14,323,129Minority Interest in Consolidated Subsidiary
    
    
    26,937Stockholders Equity:Preferred stock, $.001 par value; authorized 266,667 shares, none outstanding
    
    
    Common stock, $.001 par value; authorized 16,666,667 shares,
3,327,075 issued and 3,164,219 outstanding
    
    
    3,326Additional paid-in-capital
    
    
    7,091,121Treasury stock, at cost, 162,856 shares
    
    
    (449,750
    )Accumulated other comprehensive income
    
    
    7,227,628Retained (deficit)
    
    
    (807,173
    )Total stockholders equity
    
    
    13,065,152Total Liabilities and Stockholders Equity
    
    $
    27,415,218
 See notes to consolidated financial statements.
 F-2




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CALL NOW, INC. AND SUBSIDIARY
Consolidated Statements of Operations
 Years Ended December 312007
    
    
    2006RevenuesReimbursement of payroll and payroll related expenses
    
    $
    4,615,038
    
    
    $
    5,085,578Management fees
    
    
    240,000
    
    
    
    240,000Total revenues
    
    
    4,855,038
    
    
    
    5,325,578ExpensesPayroll and payroll related expenses
    
    
    4,740,187
    
    
    
    5,208,314Other management expenses
    
    
    
    
    
    
    120,000Corporate general and administrative operations
    
    
    558,172
    
    
    
    451,423Total expenses
    
    
    5,298,359
    
    
    
    5,779,737Net Operating (Loss)
    
    
    (443,321
    )
    
    
    (454,159
    )Other Income (Expenses)Interest income
    
    
    564,057
    
    
    
    616,605Gain on sales of marketable securities
    
    
    150,794
    
    
    
    1,856,194Loss on impairment
    
    
    
    
    
    
    (1,077,462
    )Interest expense  affiliate
    
    
    (416,151
    )
    
    
    (946,321
    )Interest expense  other
    
    
    (472,051
    )
    
    
    Total other income (expense), net
    
    
    (173,351
    )
    
    
    449,016(Loss) before minority interest and income taxes
    
    
    (616,672
    )
    
    
    (5,143
    )Minority interest in income (loss) of subsidiary
    
    
    (22,970
    )
    
    
    547(Loss) before income taxes
    
    
    (639,642
    )
    
    
    (4,596
    )Income tax (benefit)
    
    
    (263,643
    )
    
    
    (107,651
    )Net Income (Loss)
    
    $
    (375,999
    )
    
    $
    103,055Earnings (Loss) Per ShareBasic and diluted
    
    $
    (.12
    )
    
    $
    .03Weighted average common shares outstanding:Basic
    
    
    3,164,219
    
    
    
    3,135,006Dilutive
    
    
    3,164,219
    
    
    
    3,135,006
 See notes to consolidated financial statements.
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CALL NOW, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders Equity
 AccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    Retained
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Treasury Stock
    
    
    Comprehensive
    
    
    Earnings
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Shares
    
    
    Amount
    
    
    Income
    
    
    (Deficit)
    
    
    EquityBalance, December 31, 2005
    
    
    3,293,741
    
    
    $
    3,293
    
    
    $
    7,038,153
    
    
    
    162,856
    
    
    $
    (449,750
    )
    
    $
    100,611
    
    
    $
    (534,229
    )
    
    $
    6,158,078Issuance of common stock
    
    
    33,334
    
    
    
    33
    
    
    
    52,968
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,001Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103,055
    
    
    
    103,055Unrealized gain on securities, net of
$(8,710,000) of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,908,161
    
    
    
    
    
    
    
    16,908,161Total
comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,011,216Balance, December 31, 2006
    
    
    3,327,075
    
    
    
    3,326
    
    
    
    7,091,121
    
    
    
    162,856
    
    
    
    (449,750
    )
    
    
    17,008,772
    
    
    
    (431,174
    )
    
    
    23,222,295Comprehensive income (loss):Net (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (375,999
    )
    
    
    (375,999
    )Unrealized (loss) on securities, net of
$(5,039,000) in income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,781,144
    )
    
    
    
    
    
    
    (9,781,144
    )Total comprehensive (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,157,143
    )Balance, December 31, 2007
    
    
    3,327,075
    
    
    $
    3,326
    
    
    $
    7,091,121
    
    
    
    162,856
    
    
    $
    (449,750
    )
    
    $
    7,227,628
    
    
    $
    (807,173
    )
    
    $
    13,065,152
 See notes to consolidated financial statements.
 F-4




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CALL NOW, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
 Years Ended December 312007
    
    
    2006Operating ActivitiesNet income (loss)
    
    $
    (375,999
    )
    
    $
    103,055Adjustments to reconcile net income (loss)
to net cash (used) by operating activities:Net realized (gains) on sales of marketable securities
    
    
    (150,794
    )
    
    
    (1,856,194
    )Loss on impairment
    
    
    
    
    
    
    1,077,462Minority interest
    
    
    22,970
    
    
    
    (547
    )Deferred income taxes
    
    
    (263,643
    )
    
    
    (107,651
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (126,000
    )
    
    
    (106,000
    )Other assets
    
    
    75,473
    
    
    
    (240,887
    )Accounts payable and accrued expenses
    
    
    7,122
    
    
    
    126,722Net Cash (Used) by Operating Activities
    
    
    (810,871
    )
    
    
    (1,004,040
    )Investing ActivitiesAdvances on notes receivable
    
    
    (1,205,599
    )
    
    
    (710,897
    )Proceeds from sales of available-for-sale marketable securities
    
    
    6,072,719
    
    
    
    9,482,480Purchase of available-for-sale marketable securities
    
    
    (4,625,762
    )
    
    
    (4,770,363
    )Proceeds from other long-term investments
    
    
    961,750
    
    
    
    Purchase of from other long-term investments
    
    
    (670,000
    )
    
    
    (2,300,660
    )Net Cash Provided by Investing Activities
    
    
    533,108
    
    
    
    1,700,560Financing ActivitiesMargin loan proceeds (repayments)
    
    
    373,722
    
    
    
    (658,080
    )Issuance of common stock
    
    
    
    
    
    
    53,001Net Cash Provided (Used) by Financing Activities
    
    
    373,722
    
    
    
    (605,079
    )Net Change in Cash
    
    
    95,959
    
    
    
    91,441Cash at beginning of year
    
    
    135,071
    
    
    
    43,630Cash at End of Year
    
    $
    231,030
    
    
    $
    135,071Supplemental DisclosuresInterest paid in cash
    
    $
    888,202
    
    
    $
    946,321Federal income taxes paid in cash
    
    
    31,200
    
    
    
    93,750
 See notes to consolidated financial statements.
 
 F-5




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
 NOTE 1
 SUMMARY OF ACCOUNTING POLICIES
 Nature of Business:
  Principles of Consolidation:
 Cash and Equivalents:
 Accounts Receivable:
 Marketable Securities
  Furniture and Equipment:
 Impairment of Long-Lived Assets:
 Income Taxes:
 Revenue Recognition:
 F-6




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
 NOTE 1
 SUMMARY OF ACCOUNTING POLICIES  continued
  Earnings (Loss) Per Common Stock:
 Concentration of Credit Risk:
   Fair Value of Financial Instruments:
 Use of Estimates:
 Stock Based Compensation:
  Comprehensive Income:
 F-7




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
 NOTE 1
 SUMMARY OF ACCOUNTING POLICIES  continued
 Recent Accounting Pronouncements:
  Business Combinations
 Reclassification:
 NOTE 2
 MARKETABLE SECURITIES
  Gross
    
    
    Gross
    
    
    Carrying/Unrealized
    
    
    Unrealized
    
    
    MarketCost
    
    
    Gains
    
    
    (Losses)
    
    
    ValueCurrent Assets, available-for-sale:Equity securities
    
    $
    5,465,568
    
    
    $
    10,773,162
    
    
    $
    
    
    
    $
    16,238,730Municipal bonds
    
    
    1,628,094
    
    
    
    66,346
    
    
    
    (3,473
    )
    
    
    1,690,967$
    7,093,662
    
    
    $
    10,839,508
    
    
    $
    (3,473
    )
    
    $
    17,929,697Non-current Assets, available-for-sale:RDC Series A bonds
    
    
    30,083
    
    
    
    114,917
    
    
    
    
    
    
    
    145,000Total available-for-sale securities
    
    $
    7,123,745
    
    
    $
    10,954,425
    
    
    $
    (3,473
    )
    
    $
    18,074,697
 F-8




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
 NOTE 2
 MARKETABLE SECURITIES  continued
  NOTE 3
 RETAMA DEVELOPMENT  MARKETABLE SECURITIES AND NOTES RECEIVABLE
    Total
    
    
    Owned By
    
    
    CarryingOutstanding
    
    
    Call Now
    
    
    ValueRDC Bonds (Marketable Securities):RDC Series A bonds
    
    $
    6,345,000
    
    
    $
    145,000
    
    
    $
    145,000RDC Series B bonds
    
    
    86,925,000
    
    
    
    43,962,500
    
    
    
    Total bonds, long-term
    
    
    
    
    
    
    
    
    
    $
    145,000RDC Notes and Interest Receivable:Notes receivable, principal balance
    
    $
    3,088,419
    
    
    $
    3,088,419
    
    
    
    $3,088,419Accrued interest receivable
    
    
    983,516
    
    
    
    983,516
    
    
    
    983,516Total notes and interest receivable
    
    
    
    
    
    
    
    
    
    $
    4,071,935
 NOTE 4
 PENSON WORLDWIDE, INC.  INVESTMENT IN AFFILIATE
  F-9




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
 NOTE 4
 PENSON WORLDWIDE, INC.  INVESTMENT IN AFFILIATE  continued
   NOTE 5
 PENSON FINANCIAL SERVICES, INC.  MARGIN LOAN PAYABLE
  NOTE 6
 STOCKHOLDERS EQUITY
 Preferred Stock:
    Stock Options:
  F-10




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
 NOTE 6
 STOCKHOLDERS EQUITY  continued
  2007
    
    2006Risk-free interest rate
    
    
    *
    
    
    
    *Expected dividend yield
    
    
    *
    
    
    
    *Expected volatility of common stock
    
    
    *
    
    
    
    *Expected weighted-average life of option
    
    
    *
    
    
    
    *
 
 *
    
    No grants were awarded during 2007 or 2006  2007
    
    
    2006Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageShares
    
    
    Exercise Price
    
    
    Shares
    
    
    Exercise PriceOutstanding at the
beginning of year
    
    
    
    
    
    
    
    
    
    
    33,334
    
    
    $
    1.590Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    (33,334
    )
    
    
    1.590Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at
the end of year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options exercisable
at year end
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted average
contractual life
remaining at year-end
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 NOTE 7
 INCOME TAXES
  2007
    
    
    2007Deferred federal income tax (benefit)
    
    $
    (263,643
    )
    
    $
    (107,651
    )State
    
    
    
    
    
    
    $
    (263,643
    )
    
    $
    (107,651
    )
 F-11




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
 NOTE 7
 INCOME TAXES  continued
  Deferred tax assets:Net operating loss carryforward, long-term
    
    $
    748,076Deferred tax (liabilities):Unrealized gains on marketable securities, current
    
    $
    (3,723,324
    )
  Other Tax Matters
 Accounting for Uncertainty in Income
Taxes, Accounting for Income Taxes,
   F-12




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CALL NOW, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 2007 and 2006
 NOTE 8
 RELATED PARTY TRANSACTIONS
   NOTE 9
 MANAGEMENT AGREEMENT
  NOTE
10  EARNINGS PER SHARE
  Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    AmountYear Ended December 31, 2007Basic EPS:Net (loss)
    
    $
    (375,999
    )
    
    
    3,164,219
    
    
    $
    (.12
    )Effect of dilutive options
    
    
    
    
    
    
    
    
    
    
    Dilutive EPS
    
    $
    (375,999
    )
    
    
    3,164,219
    
    
    
    (.12
    )Year Ended December 31, 2006Basic EPS:Net (loss)
    
    $
    103,055
    
    
    
    3,135,006
    
    
    $
    0.03Effect of dilutive options
    
    
    
    
    
    
    
    
    
    
    Dilutive EPS
    
    $
    103,055
    
    
    
    3,135,006
    
    
    $
    0.03
 NOTE
11  CONTINGENCY
 Investment Company Act:
 
 F-13




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ITEM 8.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
  
 ITEM 8A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
  Changes in Control Over Financial Reporting
  
 ITEM 8B. OTHER INFORMATION
  REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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PART III
 
 ITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT.
  NAME
    
    AGE
    
    POSITIONWilliam M. Allen
    
    80
    
    DirectorBryan P. Brown
    
    47
    
    Director and CEO of Retama Entertainment Group, Inc.Christopher J. Hall
    
    49
    
    DirectorThomas R. Johnson
    
    40
    
    Director, President and Chief Executive Officer
      CODE OF ETHICS
  
 ITEM 10. EXECUTIVE COMPENSATION.
 named executive officers
 15




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##### Table of Contents



Name and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Options
    
    All OtherPosition
    
    Year
    
    Salary
    
    Bonus
    
    Awards
    
    Compensation(1)
    
    TotalThomas R. Johnson,
President/CEO
    
    
    2007
    
    
    $
    175,000
    
    
    
    
    
    
    
    
    
    
    $
    4,000
    
    
    $
    179,000Bryan P. Brown,
CEO, Retama
Entertainment Group
    
    
    2007
    
    
    $
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    4,000
    
    
    $
    204,000
 
 (1)
    
    Consists of director meeting fees. EXECUTIVE EMPLOYMENT CONTRACTS
 1 2 1 4
 1 2 1 4
 EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2007
  DIRECTOR COMPENSATION
   Fees Earned or
    
    Option
    
    Non-equity Incentive
    
    All OtherName
    
    Paid in Cash
    
    Awards
    
    Plan Compensation
    
    Compensation
    
    TotalWilliam M. Allen
    
    $
    4,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,000Christopher J. Hall
    
    $
    4,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,000
 16




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##### Table of Contents



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  Percent ofNumber of
    
    OutstandingName
    
    Shares
    
    Common StockChristopher J. Hall
    
    
    2,846,500
    
    
    
    89.96
    %Thomas R. Johnson
    
    
    93,975
    
    
    
    2.97
    %Bryan P. Brown
    
    
    -0-
    
    
    
    0
    %William M. Allen
    
    
    -0-
    
    
    
    0
    %Officers and Directors as a group (4 Persons)
    
    
    2,940,475
    
    
    
    92.93
    %
 
 ITEM 12.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR
INDEPENDENCE.
   DIRECTOR INDEPENDENCE
   17




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AUDIT COMMITTEE
  REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
 18




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##### Table of Contents



ITEM 13. EXHIBITS.
  EXHIBIT
    
    
    
    INC.     BYNO.
    
    
    
    REF.     NOTE
    
    DESCRIPTION3(a)
    
    
    
    A
    
    Articles of Incorporation of Registrant
as filed with the Secretary of State of
Nevada on September 3, 1999.3(b)
    
    
    
    B
    
    Plan of Merger of Call Now, Inc.(Florida)
into Call Now, Inc (Nevada).3(c)
    
    
    
    C
    
    By-Laws of the Registrant.8.8
    
    
    
    E
    
    Agreement with Howe, Solomon & Hall Financial,
Inc. dated 10/17/96 covering purchase of
Retama Development Corp. bonds.8.9
    
    
    
    F
    
    Agreement with Retama Park Association, Inc.,
Retama Partners, Ltd. and Retama Park
Management Co. L.C. relating to purchase of
certain Retama Development Corp. notes.8.12
    
    
    
    G
    
    Management Agreement for Retama Park.8.13
    
    
    
    H
    
    Agreement with Global Trust and Hemisphere
Trust dated May 27, 1999.8.14
    
    
    
    I
    
    Agreement for construction services between
Retama Development Corporation and William M.
Allen.8.15
    
    
    
    L
    
    First Amendment to Management Agreement for
Retama Park.8.16
    
    
    
    M
    
    Second Amendment to Management Agreement for
Retama Park.8.17
    
    
    
    N
    
    Third Amendment to Management Agreement for
Retama Park.10.2
    
    
    
    K
    
    Consulting Agreement with William M. Allen
dated November 19, 2001. *10.3
    
    
    
    O
    
    Employment Agreement between Call Now, Inc. and
Thomas R. Johnson, dated November 3, 2003. *10.4
    
    
    
    P
    
    Employment Agreement between Retama
Entertainment Group and Bryan P. Brown, dated
March 31, 2004. *10.5
    
    
    
    T
    
    Stock option issued to Thomas R. Johnson. *14
    
    
    
    U
    
    Business Ethics and Conduct Policy (Code of
Ethics).21
    
    
    
    
    
    Subsidiaries.31.1
    
    
    
    
    
    Certification pursuant to Rule 13a-14(a) or
Rule 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith).32.1
    
    
    
    
    
    Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of
The Sarbanes-Oxley Act of 2003 (filed
herewith).
 19




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##### Table of Contents



Incorporation by Reference Notes:
 NOTE INCORPORATION BY REFERENCE
 A
    
    
    
    Incorporated by reference to Exhibit 3(a) of Form 10-KSB for
the year ended December 31, 1999.B
    
    
    
    Incorporated by reference to Exhibit 3(b) of Form 10-KSB for
the year ended December 31, 1999.C
    
    
    
    Incorporated by reference to Exhibit 3(c) of Form 10-KSB for
the year ended December 31, 1999.E
    
    
    
    Incorporated by reference to Exhibit A of Form 8-K filed
November 21, 1996.F
    
    
    
    Incorporated by reference to Exhibit B of Form 8-K filed
November 21, 1996.G
    
    
    
    Incorporated by reference to Exhibit 8.12 of Form 10-KSB for
year ended December 31, 1997.H
    
    
    
    Incorporated by reference to Exhibit 8.13 of Form 10-KSB for
year ended December 31, 1998.I
    
    
    
    Incorporated by reference to Exhibit 8.14 of Form 10-KSB for
year ended December 31, 1998.K
    
    
    
    Incorporated by reference to Exhibit 10.2 of Form 8-K filed
February 8, 2002.L
    
    
    
    Incorporated by reference to Exhibit 8.15 of Form 10-KSB for
year ended December 31, 2004.M
    
    
    
    Incorporated by reference to Exhibit 8.16 of Form 10-KSB for
year ended December 31, 2004.N
    
    
    
    Incorporated by reference to Exhibit 8.17 of Form 10-KSB for
year ended December 31, 2004.O
    
    
    
    Incorporated by reference to Exhibit 10.3 of Form 10-KSB for
year ended December 31, 2004.P
    
    
    
    Incorporated by reference to Exhibit 10.4 of Form 10-KSB for
year ended December 31, 2004.T
    
    
    
    Incorporated by reference to Exhibit 10.5 of Form 10-KSB for
year ended December 31, 2005.U
    
    
    
    Incorporated by reference to Exhibit 14 of Form 10-KSB for
year ended December 31, 2005.
 
 * - Indicates a management contract or compensatory plan or agreement. 20




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 2007
    
    
    2006Audit Fees (1)
    
    $
    51,000
    
    
    $
    48,000Audit-Related Fees
    
    
    
    
    
    
    Tax Fees (2)
    
    
    3,000
    
    
    
    5,300All Other Fees
    
    
    
    
    
    
    Total
    
    $
    54,000
    
    
    $
    53,300
 
 (1)
    
    Audit fees represent services provided in connection with the fiscal
year audit of our financial statements and review of our quarterly
financial statements, notwithstanding when the fees were billed or
when the service was rendered.(2)
    
    Tax fees principally included tax advice, tax planning
and tax return preparation, for services billed from
January through December of the fiscal year.     Pre-Approval Policies
   21




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SIGNATURES
  CALL NOW, INC.By: 
Name:
    
    /s/ THOMAS R. JOHNSON

Thomas R JohnsonTitle:
    
    President, Chief Executive Officer and DirectorDate:
    
    March 19, 2008
  /s/ THOMAS R. JOHNSON

Thomas R. Johnson
    
    President, Chief Executive Officer and Director
(Principal Executive Officer and Principal
Accounting Officer)
    
    March 19, 2008/s/ CHRISTOPHER J. HALL

Christopher J. Hall
    
    Director
    
    March 19, 2008/s/ WILLIAM M. ALLEN

William M. Allen
    
    Director
    
    March 19, 2008/s/ BRYAN P. BROWN

Bryan P. Brown
    
    Director
    
    March 19, 2008
 22