10KSB 1 call.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2003

COMMISSION FILE NO. 0-27160

CALL NOW, INC.
(Exact name of small business issuer in its charter)

NEVADA 65-0337175
(State of Incorporation) (IRS Employer Identification No.)

1 Retama Parkway 78154
Selma, TX (zip code)
(Address of principal executive offices)

Issuer's Telephone No. (210) 651-7145

Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK

Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or such shorter
period that the Registrant was required to file such reports); and, (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

State issuer's revenues for twelve months ended December 31, 2003: $5,504,985.

The aggregate market value of the voting stock held by non-affiliates of the Registrant based upon the
average bid and asked prices of such stock, at March 24, 2004 was $4,107,782.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: 2,893,482 shares of common stock, as of March 19, 2004.

Documents Incorporated by Reference:
NONE
Transitional Small Business Disclosure Format: NO
PART I

ITEM 1. DESCRIPTION OF BUSINESS.

HISTORY AND DEVELOPMENTS DURING THE LAST THREE YEARS

Our primary operations are the management of Retama Park Racetrack in Selma, Texas,
through our 80% owned subsidiary. Under the Management Agreement, we are reimbursed for
the expenses of operating the track from revenues generated at the track.

Effective September 1, 2001, the management contract was extended to November 1, 2010.
The management fee was increased to $20,000 per month beginning January 1, 2002 and the
variable fee was changed to .3% of total handle of the racetrack in excess of $100,000,000,
provided that the variable fee for any year shall not exceed 25% of total management fees.

EMPLOYEES

The Company has about 210 full-time employees, including 4 executive employees. This
includes the employees of Retama Entertainment Group, Inc.

ITEM 2. DESCRIPTION OF PROPERTY

We now have offices at Retama Park in space provided by Retama Development Corporation
on a month-to-month basis

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's Common Stock trades on the over-the-counter market under the symbol
CLNW.OB. The following sets forth the range of high and low bid quotations for the periods
indicated as reported by National Quotation Bureau, Inc. Such quotations reflect prices between
dealers, without retail mark-up, markdown or commission and may not represent actual
transactions.

HIGH BID LOW BID

March 31, 2002........................... $ 1.20 $ .87
June 30, 2002............................ 1.20 .87
September 30, 2002....................... 1.20 .87
December 31, 2002........................ 1.20 .87
March 31, 2003........................... 2.10 1.65
June 30, 2003............................ 4.50 3.03
September 30, 2003....................... 5.15 2.25
December 31, 2003........................ 5.20 2.00

The prices prior to September 25, 2003 have been adjusted to reflect a 1 for 3 stock split.

The Company has not established a policy of payment of regular dividends on its common
stock. There are no restrictions on the payment of dividends. As of March 15, 2004 there were
approximately 350 registered holders of record of the Company's common stock.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

YEAR ENDED DECEMBER 31, 2003 COMPARED TO 2002

Results of Operations

a. Revenues and Other Income

The Company's revenue for the year ended December 31, 2003 was $5,504,985 compared to
$5,702,058 for the year ended December 31, 2002. The decrease in income for the current year
is primarily attributable to the operations of Retama Park Racetrack. Interest income for the year
ended December 31, 2003 was $445,029 compared to $138,311 for the year ended December
31, 2001. The increase was due primarily to the loan and investment with Penson Worldwide
Inc. Also included in other income is the profit made on the sale of bonds in the amount of
$445,029 for the year ended December 31, 2003 compared to $346,195 for the year ended
December 31, 2002.

b. Expenses

Cost and Other Expenses of Revenues

Expense for the year ended December 31, 2003 was 6,111,864 compared to $6,262,062 for the
year ended December 31, 2002. The net decrease was due primarily to the reduction in
overhead expenses and race track expenses.

Income Tax

The income tax expenset for 2003 was $24,028 compared to a income tax benefit of $24,065 in
2002. The increse is due to a decrease of the net operating income of $127,538 compared to a
net operating loss of $41,098 in 2002.

Liquidity and Capital Resources:

During the year ended December 31, 2003, the Company's operating activities provided cash of
$197,069 compared to $197,069 used for the year ended December 31, 2002.

We have investments in Retama Development Corporation Bonds and other Investment bonds.
The fair market value of the securities at December 31, 2001 was $5,407,565. The Series A
bonds will generate $10,850 in interest income in 2004.

Barron Chase executed a note payable to the Company in the amount of $750,000
bearing interest at 12% per annum. The note paid the Company $7,500.00 per month
which the Company utilized as working capital. Such arrangement terminated on
August 15, 2000.. In 2000 and 2001, the Company received $200,000 in cash and
stock in an unrelated company valued at $306,300 to bring the balance of the note to
$243,700. The Company has worked out an agreement with the individual to allow him
a year to pay the note and he had pledged in escrow 132,855 shares of the Call Now
Inc. common stock. The agreement ended December 31, 2002 and the Company has
placed the 132,855 shares of stock in the Treasury and written off the balance of the
Note Receivable as the cost of the Treasury Stock.

We were obligated to lend to RDC, to fund any operating deficit (as defined) of RDC, up to
$2,150,000 for a two-year period expiring March 1999, of which $853,000 had been
advanced. The funding agreement was extended to March 2003 and the Company and
RDC worked to extend the funding agreement. On December 30, 2003, a Second
Extension was agreed to on the funding agreement between the Company and RDC. The
funding agreement is secured by the real estate owned by RDC and additional promissory
notes in the amount of $200,000 and $ 67,819 were added to the funding agreement. The
total amount due as of December 31, 2003 is $1,120,819 plus accrued interest in the amunt
of $ 218,749. The notes are accruing interest at the rate of 81/2% and the notes matures on
January 1, 2005.

On June 26, 2003, we entered into a "Convertible Promissory Note" with Penson
Worldwide Inc "Penson" to lend $6,000,000 with the note maturing on June 26, 2008.
The note calls for principal payments in the amount of $400,000 to be paid monthly
beginning April 26, 2007 and ending on June 26, 2008. Interest on the note is 5%
above the "Broker's Call Rate" to be paid monthly in arrears. The note calls for the
Company as noteholder to have the option to convert the entire outstanding principal
amount owning to the Noteholder into shares of Penson's common stock. The
conversion price per common share is 2.25 times the shareholders' equity divided by
the actual number of issued and outstanding shares of Penson as of June 30, 2003.
On December 23, 2003 an additional $600,000 was loaned to Penson under similar
terms and conditions as the original note.

Based on the above information, management of the Company believes that it has adequate
financial resources to fund its operations for the current fiscal year.

ITEM 7. FINANCIAL STATEMENTS.

Index to Consolidated Financial Statements

Report of Independent Certified Public Accountants

Consolidated Financial Statements:

Consolidated Balance Sheet, December 31, 2003

Consolidated Statements of Operations, years ended December 31, 2003 and 2002

Consolidated Statements of Changes in Stockholders' Equity, years ended December 31, 2003
and 2002

Consolidated Statements of Cash Flows, years ended December 31, 2003 and 2002

Notes to Consolidated Financial Statements

To the Board of Directors and Shareholders
Call Now, Inc.
San Antonio, Texas

REPORT OF INDEPENDENT PUBLIC ACCOUNTANT

We have audited the accompanying consolidated balance sheet of Call Now, Inc. and
Subsidiaries (Company) as of December 31, 2003 and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the years ended December 31,
2003 and 2002. These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards in the
United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit
includes examining on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all
material reflects the consolidated financial position of the Company and Subsidiaries as of
December 31, 2003, and the consolidated results of their operations and their cash flows for the
years ended December 31, 2003 and 2002 in conformity with accounting principles generally
accepted in the United States.

Clyde Bailey
Certified Public Accountant
March 10, 2004
San Antonio, Texas

CALL NOW, INC. AND SUBSIDIARIES

Consolidated Balance Sheet
As of December 31, 2003

A S S E T S

Current Assets
Cash And Cash Equivalents $75,578
Accounts Receivable 45,069
Marketable Securities, At Market Value 5,407,565
Other 17,631

Total Current Assets $5,545,843

Furniture And Equipment
(Less Accumulated Depreciation of $36,901) 0

Long-Term Notes and Loan Receivables 7,787,535

Other 218,749

Total Assets $13,552,127

CALL NOW, INC. AND SUBSIDIARIES
Consolidated Balance Sheet

As of December 31, 2003

L I A B I L I T I E S A N D S T O C K H O L D E R S ' E Q U I T Y

Current Liabilities
Accounts Payable $80,000
Margin Loan Payable 5,403,585
Deferred Tax Payable 201,370
Accrued Expenses 1,622

Total Current Liabilities and Total Liabilities 5,686,577

Commitment and Contingencies -

Minority Interest in Consolidated Subsidiary (3,927)

Stockholders' Equity
Preferred stock, .001 par value

authorized 266,667 shares
none outstanding -
Common Stock, .001 par value
authorized 16,666,667
2,893,482 shares issued and outstanding 2,893
Additional Paid-In-Capital 5,980,048
Retained Earnings 41,979
Accumulated other comprehensive income 2,294,307
Treasury stock, at cost (449,750)

Total Stockholders' Equity 7,869,477

Total Liabilities and Stockholders' Equity $13,552,127

CALL NOW, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

Years Ended December 31
2003 2002
Income
Race Track Operating Income $5,264,985 $5,462,058
Management Fees 240,000 240,000

Total Income 5,504,985 5,702,058

Costs and Expenses
Salaries and Wages 4,367,997 4,661,046
Payroll Taxes and Benefits 1,128,254 1,018,182
Legal & Professional 120,268 193,624
Consulting Fees 123,200 208,301
General and Administrative 98,102 56,580
Interest 274,043 120,898
Depreciation and Amortization - 3,431

Total Cost and Expenses 6,111,864 6,262,062

(Loss) from continuing operations before (606,879) (560,004)
other income and expenses, income taxes, and
minority interest

Other Income and Expenses 758,445 494,841

Income (Loss) before income taxes and 151,566 (65,163)
minority interest

Income Tax (Expense) Benefit (24,028) 24,065

Income (Loss) before minority interest 127,538 (41,098)

Minority Interest (408) 176

Net Income (Loss) $127,130 $(40,922)

Earnings Per Share - Basic and Diluted:
Net Income (Loss) $0.04 $(0.01)

Weighted Average number of Common Shares 2,893,482 2,893,482
used in per share calculations

CALL NOW, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows

Years Ended December 31
2003 2002

Cash Flows from Operating Activities:
Net Income (Loss) $127,130 $(40,922)

Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and Amortization - 3,431
Minority Interest (408) 176
Changes in assets and liabilities:
(Increase) Decrease in Assets:
Accounts Receivable (42,569) 45,000
Accounts Receivable - Other 127,633 27,893
Other Current Assets (13,898) 12,897
Other Assets (73,499) 182,596
Increase (Decrease) in Liabilities:
Accounts Payable 49,069 (19,162)
Accrued Expenses (417) (83,484)
Deferred Tax Liability 24,028 (24,065)

Net Cash (used for) Operating Activities 197,069 104,360

CALL NOW, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows

Years Ended December 31
2003 2002

Cash Flows from Investing Activities:
Notes and Loans Receivable: -
Advances (6,934,535)

Collections -
Sale of marketable securities 22,302,109 10,421,071
Purchase of marketable securities (22,259,362) (9,286,160)
Proceeds from bond redemption 55,000 5,000

Net Cash provided (used) by Investing Activities (6,836,788) 1,139,911

Cash Flows from Financing Activities

Margin Loan 5,403,585 -

Net Cash provided by Financing Activities 5,403,585 0

Net Increase(Decrease) in Cash (1,236,134) 1,244,271

Cash Balance, Beginning of Year 1,311,712 67,441

Cash Balance, End of Year $75,578 $1,311,712

Supplemental cashflow information:
Cash Paid for interest $245,814 $ 120,898
Cash Paid for income taxes $ - $ -

CALL NOW, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity

Accumulated

Other
Common Stock Additional Treasury Stock Comprehensive Retained
Shares Amount Paid-In-Calital Shares Amount Income (Loss) Earnings Total

Balance, December 31, 2001 8,680,444 $ 8,680 5,974,261 90,000 $(206,050) 1,308,800 (44,229) 7,041,462

Stock Returned to Treasury 398,566 (243,700) (243,700)

Comprehensive (Loss):
Net (Loss) (40,922) (40,922)
Unrealized Gain on securities, net of 149,375 149,375
$76,951 in income taxes
Total Comprehensive Income (Loss) 108,453

Balance, December 31, 2002 8,680,444 $ 8,680 5,974,261 488,566 $(449,750) 1,458,175 (85,151) 6,906,215

Reverse Stock Split 3:1 (5,786,962) (5,787) 5,787 (325,711) - -

Comprehensive (Loss):
Net Income 127,130 127,130
Unrealized Gain on securities, net of 836,132 836,132
$430,735 of income taxes
Total Comprehensive Income (Loss) 963,262

Balance, December 31, 2003 2,893,482 $ 2,893 5,980,048 162,855 $(449,750) 2,294,307 41,979 7,869,477

Call Now, Inc. and Subsidiaries
Notes to Financial Statements

NOTE1- SUMMARY OF ACCOUNTING POLICIES

Nature of Business
After exiting the long distance telephone business in 1996, the Company has redeployed its
assets primarily in acquiring $93,925,000 face amount of bonds and notes collateralized by a
lien on the Retama Park Horse Racing Facility ("Retama") in Selma, Texas, and into a
management contract with Retama to manage the racing facility. In addition, the Company
entered into a contract to manage the Facility commencing January 1998.

In 1999, the Company and its shareholders approved articles of merger with a Nevada
corporation by the same name to effectively change the Company's domicile from Florida to
Nevada.

Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Call Now, Inc.
and it's wholly owned subsidiaries Jupiter Prime Corporation, and Retama Entertainment Group
Inc. which the Company ownes 80% (collectively "the Company"). Investments in which the
Company does not have a majority voting or financial controlling interest are accounted for
under the equity method of accounting unless its ownership constitutes less than a 20% interest
in such entity for which such investment would then be included in the consolidated financial
statements on the cost method. All significant inter-company transactions and balances have
been eliminated in consolidation.

Marketable Securities
In accordance with Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," (SFAS 115), the Company classifies its
investment portfolio according to the provisions of SFAS 115 as either held to maturity, trading,
or available for sale. At December 31, 2003, the Company classified its investment portfolio as
available for sale. Securities available for sale are carried at fair value with unrealized gains
and losses included in stockholders' equity.

Gain or losses from the sale or redemption of the investments are determined using the specific
identification method.

Income Taxes
The Company accounts for income taxes pursuant to the provisions of the Financial Accounting
Standards Board Statement No. 109, "Accounting for Income Taxes", which requires an asset
and liability approach to calculating deferred income taxes. The asset and liability approach
requires the recognition of deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts and the tax basis of
assets and liabilities.

Call Now, Inc. and Subsidiaries
Notes to Financial Statements

NOTE 1- SUMMARY OF ACCOUNTING POLICIES (CONTINUATION)

Earnings Per Common Share
Effective December 31, 1997, the Company adopted Financial Accounting Standards (SFAS)
No. 128, "Earnings Per Share," which simplifies the computation of earnings per share requiring
the restatement of all prior periods.

Basic earnings per share are computed on the basis of the weighted average number of
common shares outstanding during each year.

Uninsured Cash Balances
The Company maintains its cash balances at several financial institutions. Accounts at the
institutions are secured by the Federal Deposit Insurance Corporation up to $100,000.
Periodically, balances may exceed this amount. The cash balance at Penson Financial has
additional insurance in excess of $10,000,000.

Concentration of Credit Risk / Economic Dependency
The venture is dependent economic prosperity in the Austin and San Antonio metropolitan
areas. The investment is not particularly interest rate sensitive due to the fact that the
overwhelming portion of the investment in the Retama Development Corporation Series B
bonds are not paying interest.

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure on contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments
The carrying value of financial instruments including marketable securities, notes and loans
receivables, accounts payable and notes payable approximate their fair values at December 31,
2003.

Long-Lived Assets
Statement of Financial Accounting Standards No. 121 "Accounting for Impairment of Long-Lived
Assets to be Disposed of" requires, among other things, impairment loss of assets to be held
and gains or losses from assets that are expected to be disposed of be included as a
component of income from continuing operations before taxes on income. The Company has
not identified any such impairment losses to date.

Call Now, Inc. and Subsidiaries
Notes to Financial Statements
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (CONTINUATION)

Stock Based Compensation
Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation" established a fair value method for accounting for stock-based compensation
plans either through recognition or disclosure. The Company did not adopt the fair value based
method but instead discloses the effects of the calculation required by the statement.

Comprehensive Income
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive
Income," establishes standards for reporting and display of comprehensive income, its
components and accumulated balances. Comprehensive income is defined to include all
changes in equity except those resulting from investments by owners and distributions to
owners. Among other disclosures, SFAS No.130 requires that all items that are required to be
recognized under current accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as other financial
statements.

Segments of an Enterprise and Related Information
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of
an Enterprise and Related Information, supersedes SFAS No. 14, "Financial Reporting for
Segments of a Business Enterprise." SFAS 131 establishes standards for the way that public
companies report information about operating segments in annual financial statements and
requires reporting of selected information about operating segments in interim financial
statements issued to the public. It also establishes standards for disclosures regarding products
and services, geographic areas and major customers. SFAS 131 defines operating segments
as components of a company about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to allocate resources
and in assessing performance.

Recent Accounting Pronouncements

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of
Others" ("Interpretation No. 45"). Interpretation No. 45 elaborates on the existing disclosure
requirements for most guarantees, including loan guarantees such as standby letters of credit. It
also clarifies that at the time a company issues a guarantee, the company must recognize an
initial liability for the fair market value of the obligations it assumes under that guarantee and
must disclose that information in its interim and annual financial statements. The initial
recognition and measurement provisions of Interpretation No. 45 apply on a prospective basis to
guarantees issued or modified after December 31, 2002. Interpretation No. 45 did not have an
effect on the financial statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest
Entities" ("Interpretation No. 46"), that clarifies the application of Accounting Research Bulletin
No. 51, "Consolidated Financial Statements," to certain entities in which equity investors do not
have the characteristics of a controlling financial interest or do not have sufficient equity at risk

Call Now, Inc.
And Subsidiaries
Notes to Financial Statements

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (CONTINUATION)

Recent Accounting Pronouncements (con't)
for the entity to finance its activities without additional subordinated financial support from other
parties. Interpretation No. 46 is applicable immediately for variable interest entities created after
January 31, 2003. For variable interest entities created prior to January 31, 2003, the provisions
of Interpretation No. 46 are applicable no later than July 1, 2003. Interpretation No. 46 did not
have an effect on the financial statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure, an amendment of FASB Statement No. 123"
("SFAS 148"). This Statement amends SFAS 123 to provide alternative methods of transition for
a voluntary change to the fair value method of accounting for stock-based employee
compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to
require prominent disclosures in both annual and interim financial statements. Certain of the
disclosure modifications are required for fiscal years ending after December 15, 2002 and are
included in the notes to these consolidated financial statements.
Statement of Financial Accounting Standards SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities", SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity", were recently issued. SFAS No,
149, and 150 have no current applicability to the Company or their effect on the financial
statements would not have been significant.

Reclassification
Certain reclassifications have been made to the prior year's financial statements in order to
conform to the current presentation.

NOTE 2- MARKETABLE SECURITIES
The carrying amounts of marketable securities as shown in the accompanying balance sheet
and their approximate market values at December 31, 2003 are as follows:

Gross Gross
Unrealized Unrealized Market
Available for sale: Cost Gains Losses Value

Municipal bonds and notes $ 1,529,453 $ 3,495,330 $ - $ 5,024,783
Securities 239,197 143,585 - 382,782
----------------- ----------------- ----------------- ------------------
$ 1,768,650 $ 3,638,915 $ -0- $ 5,407,565

Unrealized gains on securities available for sale at December 31, 2003 are shown net of income
taxes as a component of stockholders' equity.

Call Now, Inc. and Subsidiaries
Notes to Financial Statements

NOTE 3 - NOTES AND LOANS RECEIVABLE

Notes and loans receivable at December 31, 2003 comprise the following:

The Company was obligated to lend to Retama Development Corporation ("RDC"), to fund any
operating deficit (as defined) of RDC, up to $2,150,000 for a two-year period expiring March
1999, of which $853,000 had been advanced. The funding agreement was extended to March
2003 and the Company and RDC are working to extend the funding agreement. On December
30, 2003, a Second Extension was agreed to on the funding agreement between the Company
and RDC. The funding agreement is secured by the real estate owned by RDC and additional
promissory notes in the amount of $200,000 and $ 67,819 were added to the funding
agreement. The total amount due as of December 31, 2003 is $1,120,819 plus accrued interest
in the amount of $ 218,749. The notes are accruing interest at the rate of 81/2% and the notes
matures on January 1, 2005.

On June 26, 2003 the Company entered into a "Convertible Promissory Note" with Penson
Worldwide Inc "Penson" to lend $6,000,000 with the note maturing on June 26, 2008. The
note calls for principal payments in the amount of $400,000 to be paid monthly beginning
April 26, 2007 and ending on June 26, 2008. Interest on the note is 5% above the "Broker's
Call Rate" to be paid monthly in arrears. The note calls for the Company as noteholder to
have the option to convert the entire outstanding principal amount owning to the Noteholder
into shares of Penson's common stock. The conversion price per common share is 2.25
times the shareholders' equity divided by the actual number of issued and outstanding
shares of Penson as of June 30, 2003. On December 23, 2003 an additional $600,000 was
loaned to Penson under similar terms and conditions as the original note.

On August 15, 1998, the Company executed a note with a broker-dealer in the amount of
$750,000. The note bears an interest rate of 12% per annum, payable monthly and matured
August 15, 2001. The note is an approved transaction through the National Association of
Securities Dealers. In 2000 and 2001, the Company received $200,000 in cash and stock in
an unrelated company valued at $306,300 to bring the balance of the note to $243,700.
The Company worked out an agreement with the individual to allow him a year to pay the
note and he has pledged in escrow 398,566 shares of the Call Now Inc. common stock.
The agreement to pay the note receivable expired on December 31, 2002 and the
Company moved the 398,566 shares of common stock to the Company's Treasury and
wrote off the balance of the note to Treasury Stock.

Call Now, Inc.and Subsidiaries
Notes to Financial Statements

NOTE 4 - LAND AND MORTGAGE PAYABLE
On November 15, 2001, the Company approved an agreement to sell the land in Georgetown,
Texas and related balance of the mortgage to the former President of the Company as part of
his resignation agreement. The agreement calls for him to purchase Andice Development
Corporation, which owned the land, for a note in the amount of $448,351. This sale removes the
land and mortgage payable from the Company's books. The note is secured by an irrevocable
assignment of the right to receive one-half (1/2) of the proceeds payable by Retama
Development Corp. under that certain Funding Agreement dated March 1, 1997 and 250,000
shares of common stock of Call Now Inc. owned by the former President. In September of 2002,
the Company entered into an agreement with the former principal stockholder, William Allen to
exchange this note with his one-half (1/2) interest of the proceeds payable by Retama
Development Corp under the Funding Agreement dated March 1, 1997.

NOTE 5 - STOCKHOLDERS' EQUITY
The Company has authorized 266,667 shares of $.001 par value preferred stock. Of the
266,667 shares, 100,000 are designated Class A convertible redeemable preferred stock (Class
A), 66,667 are designated Class B convertible redeemable preferred stock (Class B), and
100,000 are designated as Class C convertible redeemable preferred stock (Class C).

The Class A preferred stock is non-voting, redeemable at the option of the Company at a price
of $5 per share plus accrued but unpaid dividends, and convertible into five shares of common
stock at the option of the holder. The Class A preferred stockholders are entitled to receive an
annual dividend of $.30 per share. Of the 100,000 designated shares, none were outstanding at
December 31, 2003.

The Class B preferred stock is non-voting, redeemable at the option of the Company at a price
of $100 per share plus accrued but unpaid dividends, and convertible into 100 shares of
common stock at the option of the holder. The Class B preferred stockholders are entitled to
receive an annual dividend of $6.00 per share. Of the 66,667 designated shares, none were
outstanding at December 31, 2003.

The Class C preferred stock is non-voting, redeemable at the option of the Company at a price
of $3.00 per share plus one share of common stock and convertible into one share at the option
of the holder. Of the 100,000 designated shares, none were outstanding at December 31,
2003.

On September 25, 2003, the Company approved a 3 to 1 reverse split of common shares.
These financial statements and notes reflects the reverse split. Also, the Company filed an
amended Articles of Incorporation with the State of Nevada to reduce the authorized shares by
a corresponding 3 to 1 reverse split.

Call Now, Inc. and Subsidiaries
Notes to Financial Statements

NOTE 6 - STOCK BASED COMPENSATION

At December 31, 2003, the Company has non-plan options, which are described below. The
Company applies APB Opinion 25; Accounting for stock issued to employees, and related
interpretations in accounting for the options. Under APB Opinion 25, because the exercise price
of the Company's employee stock options equals or exceeds the market price of the underlying
stock on the date of grant, no compensation cost is recognized.

In November of 2000, the Company granted options to its directors and certain employees to
purchase 1,020,000 shares at an option price of $1.125 per share. The options have a five-year
term. In November of 2001, the Company granted 100,000 option shares to Thomas R Johnson
at an exercise price of $1.59 per share.

In December of 2002, the Company agreed to purchase 600,000 options held by Bryan Brown
for a total of $65,000. These options are being shown as cancelled and the $65,000 expensed
as consulting as they were paid.

There were no stock options granted for the year ended December 31, 2003.

FASB Statement 123, Accounting for Stock-Based Compensation, requires the Company to
provide pro forma information regarding net income per share as if compensation cost for the
Company's options had been determined in accordance with the fair value based method
prescribed in FASB Statement 123. Under SFAS 123, the value of each option granted during
2001 and 1999 was estimated on the date of grant using the Black Scholes model with the
following assumptions: Risk-free interest rate - 6.5%, dividend yield - 0%, volatility - 19.3% and
expected life of the option - 5 years.

Under the accounting provisions of FASB Statement 123, the Company's net income and
earnings per share would have been reduced to the pro forma amount indicated below:

2002 2003
Net Income
As reported ( $ 41,098 ) $ 127,538
Pro forma ( $ 67,285 ) $ 127,538

Earnings per share
As reported ( .00 ) .05
Pro forma ( .01 ) .05

A summary of the status of the Company's non-plan options as of December 31, 2002 and
2003, and changes during the years ended on those dates is presented below:

Call Now, Inc. And Subsidiaries
Notes to Financial Statements

NOTE 6 - STOCK BASED COMPENSATION (CON'T)

December 31, 2002 December 31, 2003

Outstanding at

Beginning of year 650,000 $ 4.47 450,000 $ 4.26
Granted -
Exercised - - - -
Forfeited - - -
Expired ( 3,334) 9.00
Cancelled ( 200,000) 3.90
Outstanding at
the end of year 450,000 $ 4.26 446,666 $ 4.26
Options exercisable
at year end 450,000 $ 4.26 446,666 $ 4.26

NOTE 7 - INCOME TAXES

The components of the provision for income tax (expense) benefits are as follows:

Year Ended December 31,
2002 2003
Current:
Federal $ 24,065 ($ 24,028)
State -0- -0-
----------------- ------------------
$ 24,065 ($ 24,028)

Such income tax (expense) benefits are included in the accompanying consolidated financial
statements as follows:

Year Ended December 31,
2002 2003
Income from operations $ 24,065 ($ 24,028 )
Extraordinary Items -0- -0-
------------------- -------------------
$ 24,065 ($ 24,028 )

Call Now, Inc. and Subsidiaries
Notes to Financial Statements
NOTE 8 - INCOME TAXES (CON'T)

The above provision has been calculated based on Federal and State statutory rates in the
adjusted rates of 34% for Federal and 4.5% for State tax rates.

NOTE 9 - RELATED PARTY TRANSACTIONS

Consulting fees and expenses aggregating approximately $123,200 and $134,400 were paid to
the former President of the Company in 2003 and 2002.

NOTE 10 - MANAGEMENT AGREEMENT

On October 27, 1997 the RDC'S Board Of Directors approved a management contract granting
Retama Entertainment Group, Inc., an 80% owned subsidiary of the Company, the right to
manage the operations of the Facility commencing on January 1, 1998. The five-year
agreement provides Retama Entertainment Group, Inc., with a monthly management fee of
$15,000 plus a variable fee equal to 25% of profits in excess of $1,000,000 annually. Operations
of this subsidiary began January 1, 1998.

NOTE 11 - EARNINGS PER SHARE

The following reconciles the components of the earnings per share (EPS) computation:

------- 2002 ------- ------- 2003 -------

Net Income ($ 40,922) 2,893,482 ( $ .01 ) $ 127,130 2,893,482 $.05

Options to purchase 446,666 and 450,000 common shares were outstanding at December 31,
2003 and 2002 respectively were not included in the computation of diluted EPS as they would
be anti-dilutive.

Call Now, Inc. and Subsidiaries
Notes to Financial Statements

NOTE 12 - OTHER INCOME AND EXPENSE ITEMS

The following items are shown on the consolidated statement of operations as other income and
expense items and are disclosed elsewhere in these notes:

2002 2003
Interest Income 138,311 445,029
Other Income 10,336 35,847
Write-off of Note Receivable -0- (127,633)
Gain (Loss) on Sale of Assets 346,194 405,103

Total $ 494,841 $ 758,445

NOTE 13 - OTHER EVENTS

Other Information
On August 27, 2002 Call Now, Inc. sold $1,765,000 of the Retama Development Corporation
Special Facilities Revenue Bonds, Series A, 7.00% due 9/1/33 for cash at a price of 100.00.
Call Now continues to own $160,000 of the Series A Bonds. The purchaser of the bonds was
Christopher J. Hall, a current Director and controlling shareholder of Call Now. It is the Board of
Directors belief that the sale price of the bonds represents at least fair market value.

Item 8. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

There have been no changes in, or disagreements with, accountants on accounting and
financial disclosure.

Item 8A. Controls and Procedures

The Company has established disclosure controls and procedures to ensure that material
information relating to the Company, including its consolidated subsidiaries, is made known to
the officers who certify the Company's financial reports and to other members of senior
management and the Board of Directors.

Based on their evaluation as of December 31, 2003, the principal executive officer and
principal financial officer of Call Now Inc have concluded that Call Now Inc.'s disclosure controls
and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange
Act of 1934) are effective to ensure that the information required to be disclosed by Call Now
Inc. in reports that it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms.

There were no significant changes in Call Now Inc.'s internal controls or in other factors
that could significantly affect those controls subsequent to the date of their most recent
evaluation.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The directors and executive officers of the Company are as follows:

NAME AGE POSITION

Thomas R Johnson...................................... 36 Chief Operating Office and Director
Christopher J. Hall ................................... 46 Director
William M. Allen ...................................... 77 Director
Bryan P Brown ........................................ 42 Director

Thomas R. Johnson was elected as President, Chief Executive Officer and Director in
November 2001. He has been actively involved with the RDC Bonds for the last two years as
an independent fixed-income bond trader and analyst. He has been actively involved in the
financial restructuring of several large-scale multi-family housing developments. He also has
been a fixed-income bond analyst and broker for a municipal bond firm from 1989 to 1999.

Christopher J. Hall was the co-founder and co-owner of Howe Solomon and Hall, Inc. from
1985-1998. HSH was a SEC licensed securities firm founded on Wall Street. In 1998 Mr. Hall
left to pursue entrepreneurial efforts which include Retama Entertainment Group and Call Now.
He became a director in November 2001.

William M. Allen was President from June 1992 to 1997 and a director from June 1992 and
Chairman from February 1997 until he resigned in November of 2001. He has been managing
partner of Black Chip Stables from 1982 to date and President of Doric, Inc. from 1985 until its
merger with the Company in 1994. He has served as President of Kamm Corporation from 1985
to date. He was Chairman and CEO of Academy Insurance Group from 1975 to 1984.

Bryan P. Brown has served as director since 1997. He was President from 1997 to December
1998. He was previously President of Riverwood, a master planned golf course community in
Port Charlotte, Florida. He served as Treasurer of the Mariner Group, Inc. and Assistant Vice
President of First Union National Bank and First Republic Bank. He also serves as CEO of the
Company's 80% owned subsidiary, Retama Entertainment Group, Inc.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's officers and directors, and persons
who beneficially own more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities and Exchange
Commission and are required to furnish copies to the Company. To the best of the Company's
knowledge, all reports required to be filed were timely filed in fiscal year ended December 31,
2003.

ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

Other Annual
Name and Principal Position Year Salary Bonus Compensation
Thomas R Johnson 2003 $ 100,000 -0- -0-
2002 $ 100,000 -0- -0-
Chief Executive Officer 2001 $ 11,500* -0- -0-

William M. Allen.............. 2003 $ -0- -0- 123,200
(Former Chairman, CEO) 2002 $ -0- -0- 134,400
2001 $ 1 -0- -0-

Bryan P. Brown................ 2003 $ 175,000 -0- -0-
CEO of Retama Entertainment .. 2002 $ 175,000 -0- -0-
2001 $ 175,000 -0- -0-

* - Started November 15, 2001

There are no long term compensation or other compensation plans.

DIRECTOR COMPENSATION

Non-officer directors are entitled to a fee of $2,000 for attendance at meetings of the Board of
Directors, plus reimbursement for reasonable travel expenses.

Consulting Agreement with William M. Allen - In connection with William M. Allen's retirement
as President and Chief Executive Officer in November 2001, the Company entered into a 3 year
consulting agreement providing for the services of Mr. Allen to promote the interests of the
Company in connection with thoroughbred horse racing. Mr. Allen receives $10,000 per month
plus an automobile allowance.

STOCK OPTIONS

There were no options granted in the fiscal year ended December 31, 2003.

The following table provides information about the stock options granted to the named executive
officers during the fiscal year ended December 31, 2001.

Options Granted in 2001 Fiscal Year

Name Number of Shares % of Total Options
Underlying Options Granted to Employees Exercise Expiration
Granted in Fiscal Year Price Date
---------- ------------------ --------------------- -------------------
Thomas R Johnson 33,333 100.0% $ .375 December 31, 2006

The following table sets forth the number of stock options held by the executive officers named
in the Summary Compensation Table as of December 31, 2002 and the value of unexercised in-
the-money options held which represents the positive difference between the exercise price and
the market price at fiscal year end. No such executive exercised any options during the 2002
year.

2002 Fiscal Year Option Values

Number of Value of Unexercised
Unexercised Options in-the-money Option
Name At Fiscal Year End Fiscal Year End
------------------ ------------------------ --------------------
Christopher Hall 366,670 -0-
Bryan P. Brown 33,333 -0-
Thomas R Johnson 33,333 -0-

Audit Committee Financial Expert

The Board has determined that Thomas R. Johnson is an audit committee financial expert as
defined by Item 401(e)(2) of Regulation S-B of the Securities exchange Act of 1934. Mr.
Johnson is not independent within the meaning of Item 7(d)(iv) of Schedule 14A under the
Exchange Act.

Code of Ethics

The Company has adopted a code of business conduct and ethics for its directors, officers and
management employees. Such code is filed as Exhibit 14 to this Form 10-KSB and is available
to shareholders at no charge from Thomas R. Johnson, Call Now, Inc. 1 Retama Parkway
Selma, TX 78154.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The following table sets forth, as of March 24, 2004, the beneficial ownership of the Company's
Common Stock by (i) the only persons who own of record or are known to own, beneficially,
more than 5% of the Company's Common Stock; (ii) each director and executive officer of the
Company; and (iii) all directors and officers as a group.

Percent of
Number of Outstanding
Name Shares Common Stock
----------------- -------------------- -------------
Christopher Hall 1,735,938 (1) 59.9%
Thomas R Johnson 37,000 (1) *
Bryan P. Brown 33,333 (1) *
William M. Allen 200,000 6.9%

Officers and Directors
as a group (4 Persons)...... 2,006,271(1) 66.8 %

(1) Includes stock options held as follows: Christopher Hall -- 366,670 shares, Bryan P. Brown --
33,333 shares - Thomas R Johnson 33,333.

* Less than 2%.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On August 27, 2002 Call Now, Inc. sold $1,765,000 of the Retama Development Corporation
Special Facilities Revenue Bonds, Series A, 7.00% due 9/1/33 for cash at a price of 100.00.
Call Now continues to own $155,000 of the Series A Bonds. The purchaser of the bonds was
Christopher J. Hall, a current Director and controlling shareholder of Call Now. It is the Board of
Directors belief that the sale price of the bonds represents at least fair market value.

Item 13. Principal Accountant Fees and Services

Information concerning principal accounting fees and services contained under the heading The
Audit Committee Report in the definitive proxy statement pursuant to Regulation 14A, which is
incorporated by reference and will be filed not later than 120 days after the close of the
Company's fiscal year ended December 31, 2003.

PART IV

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Certain exhibits listed below are incorporated by reference to previously filed registration
statements and reports as indicated in the Incorporated by Reference Note column and notes
below.

EXHIBIT INC. BY
NO. REF. NOTE DESCRIPTION

3(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) -- F By-Laws of the Registrant
8.9 -- N 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 -- Q Management Agreement for Retama Park Racetrack.
10.1 -- T Purchase and Sale Agreement dated November 19,
2001 with Robert Buffkin covering sale of Andice
Development Corporation.
10.2 -- U Consulting Agreement with William M. Allen dated November 19, 2001.
14 Code of Ethics
31.1 Certification of Chief Financial Officer of Call Now Inc.
pursuant to Sarbanes-Oxley Section 302(a).
31.2 Certification of Chief Executive Officer of Call Now Inc.
pursuant to Sarbanes-Oxley Section 302(a).
32.1 Certification of Chief Executive Officer and Chief Financial Officer of Call
Now Inc. pursuant to 18 U.S.C.ss.1350.

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
L -- Incorporated by reference to Exhibit 8.9 of Form 10-KSB
for year ended December 31, 1996
M -- Incorporated by reference to Exhibit A of Form 8-K filed
November 21, 1996
N -- Incorporated by reference to Exhibit B of Form 8-K filed
November 21, 1996
R -- Incorporated by reference to Exhibit 8.13 of Form 10-KSB for
year ended December 31, 1998.
S -- Incorporated by reference to Exhibit 8.14 of Form 10-KSB for
year ended December 31, 1998.
T -- Incorporated by reference to Exhibit 10.1 of Form 8-K filed February 8, 2002.
U -- Incorporated by reference to Exhibit 10.2 of Form 8-K filed February 8, 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

CALL NOW, INC.

By: /s/ Thomas R Johnson
------------------------------------
Thomas R Johnson
President and Director

March 25, 2004

In accordance with the Exchange Act, this report has been signed below by the following
persons on behalf of the registrant and in the capacities on the dates indicated.

/s/ Thomas R Johnson President and Director March 25, 2004
(Principal Executive Officer
Thomas R Johnson (Principal Accounting Officer)

/s/ Christopher J Hall Director
March 25, 2004
/s/ William M. Allen Director March 25, 2004
/s/ Bryan Brown Director March 25, 2004