Call Now DEF 14A Definitive proxy

Call Now (CLNW) Inactive DEF 14ADefinitive proxy

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrantþ		Filed by a Party other than the Registranto

Check the appropriate box:

CALL NOW, INC.

Name of the Registrant as Specified In Its Charter

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

þ	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

		1.	Title of each class of securities to which transaction applies:




		2.	Aggregate number of securities to which transaction applies:




		3.	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):




		4.	Proposed maximum aggregate value of transaction:




		5.	Total fee paid:




o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

		1.	Amount Previously Paid:




		2.	Form, Schedule or Registration Statement No.:




		3.	Filing Party:




		4.	Date Filed:

Call Now, Inc.

1 Retama Parkway
Selma, Texas 78154

NOTICE OF 2011 ANNUAL MEETING OF STOCKHOLDERS
To be Held on Wednesday, June 1, 2011

To our Stockholders:

The 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of Call Now, Inc. (the “Company”), will be held at 9:30 a.m. on June 1, 2011 at Retama Park, 1 Retama Parkway, Selma, Texas, for the following purposes as more fully described in the accompanying Proxy Statement:

	(1)		To elect the four directors;

	(2)		To approve the selection of Akin, Doherty, Klein & Feuge, P.C. as our independent auditor; and

	(3)		To transact such other business as may properly come before the meeting.

Stockholders of record at the close of business on April 12, 2011 will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. All stockholders are cordially invited to attend the Annual Meeting in person.

Stockholders who are unable to attend the Annual Meeting in person are requested to complete and date the enclosed form of proxy and return it promptly in the envelope provided. No postage is required if mailed in the United States. Stockholders who attend the Annual Meeting in person may revoke their proxy and vote their shares in person. Stockholders attending the meeting whose shares are held in the name of a broker or other nominee who desire to vote their shares at the meeting should bring with them a proxy or letter from that firm confirming their ownership of shares.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Wednesday, June 1, 2011 at the Company’s offices located at 1 Retama Parkway, Selma, Texas, 78154.

The proxy statement and 10-K are available at www.proxyvote.com. The Call Now, Inc. Board of Directors recommends that you vote FOR the proposals identified above.


April 11, 2011		By Order of the Board of Directors

		Thomas R. Johnson
		President & Chief Executive Officer

Call Now, Inc.

1 Retama Parkway
Selma, Texas 78154

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 1, 2011

This Proxy Statement is being mailed on or about April 26, 2011 to the holders of Common Stock (the “Common Stock”), of Call Now, Inc. (the “Company”) in connection with the solicitation by the Board of Directors of the Company of a proxy for use at the Annual Meeting of Stockholders to be held June 1, 2011 (the “Annual Meeting”), or at any adjournment thereof. The purposes of the Annual Meeting and the matters to be acted upon are set forth in the accompanying Notice of Annual Meeting of Stockholders. As of the date of this Proxy Statement, the Board of Directors is not aware of any other matters that will come before the Annual Meeting. However, if any other matters properly come before the Annual Meeting, the persons named as proxies will vote on them in accordance with their best judgment.

The Company will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy material to the beneficial owners of Common Stock and will reimburse them for their reasonable expenses in so doing. Should it appear desirable to do so in order to ensure adequate representation of shares at the Annual Meeting, officers, agents and employees of the Company may communicate with stockholders, banks, brokerage houses and others by telephone, facsimile or in person to request that proxies be furnished. All expenses incurred in connection with this solicitation will be borne by the Company. The Company has no present plans to hire special employees or paid solicitors to assist in obtaining proxies, but reserves the option of doing so if it should appear that a quorum at the Annual Meeting otherwise might not be obtained.

Revocability and Voting of Proxy

Any stockholder who gives a proxy may revoke it at any time before it is voted by delivering to the Secretary of the Company a written notice of revocation or a duly executed proxy bearing a later date, or by voting in person at the Annual Meeting. All proxies properly executed and returned will be voted in accordance with the instructions specified thereon. If no instructions are given, proxies will be voted FOR the election of the nominees of the Board of Directors and FOR Proposal No. 2.

Record Date and Voting Rights

Only stockholders of record at the close of business on April 12, 2011 are entitled to notice of and to vote at the Annual Meeting or at any adjournment thereof. On April 12, 2011, there were 2,013,877 shares of Common Stock outstanding. Each such share of Common Stock is entitled to one vote on each of the matters to be presented at the Annual Meeting. The holders of a majority of the voting rights outstanding represented by shares of Common Stock present in person or by proxy and entitled to vote, will constitute a quorum at the Annual Meeting.

Proxies marked “withheld” as to any director nominee or “abstain” or “against” as to a particular proposal and broker non-votes will be counted for purposes of determining the presence or absence of a quorum.

“Broker non-votes” are shares held by brokers or nominees which are present in person or represented by proxy, but which are not voted on a particular matter because instructions have not been received from the beneficial owner. The effect of proxies marked “withheld” as to any director nominee or “abstain” or “against” as to a particular proposal and broker non-votes on Proposals Nos. 1 and 2 is discussed under each respective Proposal.

Beneficial Ownership of Capital Stock

The following table sets forth certain information regarding the beneficial ownership of Common Stock as of April 5, 2011 by (i) each stockholder who is known by the Company to own beneficially more than five percent (5%) of the Company’s outstanding Common Stock, (ii) each current director and nominee for director of the Company, (iii) each of the Company’s executive officers named in the Summary Compensation Table, and (iv) by all executive officers and directors of the Company as a group.


	Shares Beneficially Owned (1)
		Percent of
Name and Address(2)	Number of Shares	Class

Christopher J. Hall	1,696,621 (1)(3)(4)		84.25	%
Thomas R. Johnson	93,975 (1)		4.67	%
Bryan P. Brown	-0-		0.00	%
William P. McNeer III	200 (1)		0.00	%
All executive officers and directors (4 persons)	1,790,796 (1)		88.92	%


(1)		Applicable percentage of ownership at April 5, 2011, is based upon 2,013,877 shares of Common Stock outstanding. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to shares shown as beneficially owned. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days of April 5, 2011, are deemed outstanding for computing the shares and percentage ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership of any other person or entity.

(2)		The mailing address of all stockholders is the Company’s offices at P.O. Box 47535, San Antonio, TX, 78265.

(3)		Includes 1,684,121 shares owned directly and 12,500 shares owned by the Hemisphere Trust over which Mr. Hall has sole voting and investment power.

(4)		All of Mr. Hall’s shares have been pledged as collateral for transactions which do not involve the Company.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Currently, there are four members of the Board of Directors. Directors are elected at each annual stockholder’s meeting to hold office until the next annual meeting or until their successors have been qualified and are elected. Unless otherwise instructed, the proxy holders named in the enclosed proxy will vote the proxies received by them for the four nominees named below.

Each nominee has indicated that he is willing and able to serve as director if elected. If any nominee becomes unavailable for any reason before the election, the enclosed proxy will be voted for the election of such substitute nominee or nominees, if any, as shall be designated by the Board of Directors. The Board of Directors has no reason to believe that any of the nominees will be unavailable to serve.

The names and certain information concerning the four nominees for election as directors are set forth below.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED BELOW.

Vote Required

The four nominees who receive the greatest number of affirmative votes of the shares present in person or represented by proxy and entitled to vote for them, a quorum being present, shall be elected as directors. Only votes cast “FOR” a nominee will be counted, except that the accompanying proxy will be voted FOR all nominees in the absence

of instructions to the contrary. Broker non-votes and proxies marked “withheld” as to one or more nominees will result in the respective nominees receiving fewer votes. However, the number of votes otherwise received by the nominee will not be reduced by such action.

The Nominees of the Board of Directors

The following sets forth certain information about the nominees of the Board of Directors for election of directors at the Annual Meeting. Mr. Brown, Mr. Hall, Mr. Johnson and Mr. McNeer currently serve on the Board of Directors and were elected at the 2010 Annual Meeting.

Bryan P. Brownhas served as a director since 1997. He was President of the Company from 1997 to December 1998. He was previously President of Riverwood, a master planned golf course development in Port Charlotte, Florida from 1992 to 1996. He served as Treasurer of the Mariner Group, Inc. from 1990 to 1992, Assistant Vice President of First Union National Bank from 1988 to 1990 and First Republic Bank from 1985 to 1988. He has also served as CEO of the Company’s 80% owned subsidiary, Retama Entertainment Group, Inc. (“REG”) since July 1997. Mr. Brown holds a B.A. in accounting and finance and M.B.A. in finance and organizational behavior from The University of Texas at Austin. His age is 50.

As President of REG, Mr. Brown has provided leadership to the company since 1997 by guiding Retama Park through a difficult operating environment. Mr. Brown has also successfully offered this experience, along with his background in banking, to serve as an active member of the Company’s Board of Directors.

Christopher J. Hallhas served as our Chairman of the Board of Directors since 2008 and as a director since November 2001. He has been self-employed as a municipal securities trader since 1998. From 1985 to 1998 he was a principal and chief financial officer of Howe, Solomon & Hall, Inc., a registered broker-dealer specializing in municipal securities. He has been a director of CSP, Inc., a NASDAQ-listed computer services company, since November 2002. Mr. Hall holds a B.A. is economics from St. Lawrence University and an M.B.A. from The University of Miami. His age is 52.

As the Chairman of our Board of Directors Mr. Hall has provided leadership to the Company by utilizing his extensive experience in the securities industry as a principal of a broker-dealer specializing in defaulted and distressed situations. Mr. Hall’s vast institutional knowledge of the Company continues to serve as a valuable resource in handling the issues we face.

Thomas R. Johnsonhas served as President, Chief Executive Officer and director since November 2001. He was a self-employed trader of municipal bonds from May 1999 to 2001. He was a research analyst and account executive for Howe, Solomon & Hall, Inc. a registered broker-dealer specializing in municipal securities, from August 1989 to May 1999. He has been a director of Penson Worldwide, Inc. since August 2003. Mr. Johnson holds a B.A. in economics and government from St. Lawrence University. His age is 43.

As President and Chief Executive Officer, Mr. Johnson has guided the Company through several significant capital acquisitions during his tenure while also providing valuable oversight to the REG subsidiary. Mr. Johnson’s deep experience with the Company combined with the additional experience gained as a director of another publicly traded company has provided the Board of Directors with important perspective into the challenges that face the Company.

William P. McNeer IIIhas been nominated to serve his first term as director by the Company’s Chairman. Since 1992 he has been engaged as a self-employed consultant specializing in assisting clients in locating financing alternatives and providing guidance in foreclosure workouts. He has also concurrently served as President of Mortgage Operations for WRC Mortgage in North Palm Beach Florida from 1997 to 2008. His age is 50

Mr. McNeer’s extensive experience in working with borrowers in difficult lending environments is anticipated to provide the Board of Directors a valuable source of knowledge and perspective as the Company continues to move forward in the current operating environment.

Attendance at Meetings

The Board of Directors held nine meetings during the year ended December 31, 2009. Messrs. Brown, Hall and Johnson attended each such meeting. Mr. McNeer attended each of the six meetings following his election to the Board on May 26, 2010.

Director Independence

The following information concerning director independence is based on the director independence standards of The NASDAQ Stock Market Corporate Governance Rules. Because more than 50% of our voting power is held by Christopher J. Hall, we would be considered a “controlled company” under such rules and would not be subject to the requirements of NASDAQ Rule 4350(c) that would otherwise require us to have (i) a majority of independent directors on the Board; (ii) a compensation committee composed solely of independent directors; (iii) a nominating committee composed solely of independent directors; (iv) compensation of our executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; and (v) director nominees selected, or recommended for the Board’s selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors.

The Board has determined that directors Christopher J. Hall, Thomas R. Johnson and Bryan P. Brown are not independent. William P. McNeer III is considered an independent director. In determining independence, the Board reviews and seeks to determine whether directors have any material relationship with the Company, direct or indirect, which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board reviews business, professional, charitable and familial relationships of the directors in determining independence. The Board has not designated a separate compensation or nominating committee.

Audit Committee

The Board of Directors has not designated a separate audit committee and the entire Board, whose members are named above, conducts the functions of such committee. The Board has determined that Thomas R. Johnson is an audit committee financial expert and that Mr. Johnson in not an independent director.

Compensation Committee

The Board of Directors has not designated a separate compensation committee and the entire Board, whose members are named above, conducts the functions of such committee. As a controlled company with only two named executive officers, the Board does not believe it is necessary to have a separate compensation committee. Christopher J. Hall, the majority stockholder, approves the compensation of the executive officers and directors based on his business judgment and experience.

Information about the Nominating Process

The Company’s Board of Directors undertakes the activities of identifying, evaluating and recommending nominees to serve as Directors. The Board believes that it is appropriate for all of its members to participate in the nominating process because there are only four directors and the Board believes that such number is sufficient to enable it to undertake the nominating activities. The persons who currently serve as Directors of the Company are Bryan P. Brown, Christopher J. Hall, Thomas R. Johnson and William P. McNeer III.

Nomination of Director Candidates by Stockholders

The policy of the Board of Directors is to consider nominations of candidates for membership on the Board of Directors that are submitted by stockholders. Any such recommendations should include the nominee’s name and qualifications for Board membership and should be directed to Thomas R. Johnson, President, Call Now, Inc., P.O. Box 47535, San Antonio, TX, 78254. In addition, stockholders may nominate directors for election at the annual meeting by attending the meeting and offering the candidates into nomination at the time of the election of Directors at the meeting. For a shareholder nominee to be included in the Company’s Proxy Statement for such meeting the shareholder must give timely notice to the Company’s President within the time period described below under “Shareholder Proposals for the 2012 Annual Meeting.”

Director Qualifications

The Board of Directors has not established any minimum qualifications for nomination as a Director of the Company but has identified the following qualities and skills as necessary for its Directors to possess:

	•		Integrity.

	•		Ability to objectively analyze complex business problems and develop creative solutions.

	•		Pertinent expertise, experience and achievement in education, career and community.

	•		Familiarity with issues affecting the Company’s business.

	•		Availability to fulfill time commitment.

	•		Ability to work well with other Directors.

	•		Commitment to enhancing shareholder value.

Identifying and Evaluating Nominees for Directors

Candidates for director may come from a number of sources including, among others, recommendations from current directors, recommendations from management, third-party search organizations, and stockholders. Director candidates are evaluated to determine whether they have the qualities and skills set forth above. Such evaluation may be by personal interview, background investigation and other appropriate means.

The Board of Directors has not established a written diversity policy and has not fixed a minimum level of education or business experience requirement, but in general expects qualified candidates to be able to provide a proven history of successful leadership and substantial experience with diverse viewpoints. A required retirement age has not been established.

Board Leadership Structure and Role in Risk Oversight

We have separated the roles of chairman and chief executive officer, however, our chairman, Mr. Christopher J. Hall, is also an employee of the Company and has served in that role since 2008. Our Board believes it is important that an employee director continue to serve as chairman as we continue with our strategy as a growth company, which requires that our chairman be actively involved in our day-to-day affairs.

Our management is responsible for implementing and executing risk monitoring policies and procedures with respect to the various risks and uncertainties that the Company faces, including financial risk, market risk, operational risk and litigation and compliance risk, with our President reporting regularly to the Board of Directors. To aid in the assessment of risk, on an annual basis and in conjunction with Sarbanes-Oxley 404 Compliance, the President engages a third party consultant to audit management’s risk oversight procedures. The results of this audit is shared with the Board of Directors.

Director Attendance at the Annual Meeting

It is the Company’s policy to require all of its Directors to attend the Annual Meeting of Stockholders. All of the Company’s directors attended the 2010 Annual Meeting.

Shareholder Communications with the Board

Stockholders may communicate with the Board in writing by addressing mail to Board of Directors, Call Now, Inc., P.O. Box 47535, San Antonio, TX, 78265. Any such communication will be distributed to each of the Company’s Directors. A communication to any individual Director at the same address will be distributed only to that Director.

Code of Ethics

The Company has adopted a code of ethics for its directors, officers and employees. The Company will furnish to stockholders a copy of the code of ethics upon written request to Thomas R. Johnson, President, Call Now, Inc., P.O. Box 47535, San Antonio, TX 78265.

Director Compensation

We pay our directors $1,000 for attendance at each meeting of the Board of Directors and reimburse them for their reasonable expenses incurred to travel to such meetings.

Executive Compensation

Summary Compensation Table

The following table presents compensation information for the year ended December 31, 2010 for the persons who served as our principal executive officer and each of our two other most highly compensated executive officers whose aggregate salary and bonus was more than $100,000 in such year. We refer to these executive officers as our “named executive officers” elsewhere in this annual report. Mr. Brown and Mr. Johnson received bonus payments of $10,000 each in 2009.


Name and Principal							Options		All Other
Position	Year		Salary		Bonus		Awards		Compensation⁽¹⁾		Total
Thomas R. Johnson,		2010	$	200,000		—		—		—	$	200,000
President/CEO		2009	$	200,000	$	10,000		—		—	$	210,000
Christopher J. Hall,		2010	$	200,000		—		—		—	$	200,000
Chairman		2009	$	200,000		—		—		—	$	200,000
Bryan P. Brown,		2010	$	200,000		—		—			$	200,000
CEO, Retama		2009	$	200,000	$	10,000		—	$	7,000	$	217,000
Entertainment Group


(1)		Consists of director meeting fees.

Executive Employment Contracts Including Payments on Termination or Change of Control

In March 2004, the Company and REG entered into an employment agreement with Thomas R. Johnson (“Johnson”). The terms of the agreement call for a base salary of $125,000 per year. In June 2006, the Company’s Board of Directors approved an increase of Johnson’s annual salary to $175,000. If Electronic Gaming Machines (“EGM”) are authorized for operation at racetracks, Johnson shall receive a monthly bonus of¹/2% of monthly Net Win generated from EGMs up to $120 million. For annual net win in excess of $120 million, Johnson shall receive a monthly bonus of¹/4% of monthly Net Win. In the event of Johnson’s termination upon a Change of Control, Johnson shall receive at closing, one lump sum payment equal to the payment made according to the percentage bonus based on Net Win in the month immediately preceding the Change of Control multiplied by seventy-six (76). The term of Johnson’s employment continues for one (1) year and thereafter for successive terms of one (1) year each unless at the option of either party upon at least thirty days’ prior written notice such employment is terminated at the end of the current term.

In March 2004, REG entered into an employment agreement with Bryan P. Brown (“Brown”) as CEO of REG. The terms of the agreement call for a base salary of $200,000 per year. If EGM are authorized for operation at racetracks, Brown shall receive bonus compensation of a one-time payment of $100,000 upon the commercial operation of EGMs at Retama Park. Brown shall receive a monthly bonus of¹/2% of monthly Net Win generated from EGMs up to $120 million. For annual net win in excess of $120 million, Brown shall receive a monthly bonus of¹/4% of monthly Net Win. In the event of Brown’s termination upon a Change of Control, Brown shall receive at closing, one lump sum payment equal to the payment made according to the percentage bonus based on Net Win in the month immediately preceding the Change of Control multiplied by seventy-six (76). The term of Brown’s employment continues for one (1) year and thereafter for successive terms of one (1) year each unless at the option of either party upon at least thirty days’ prior written notice such employment is terminated at the end of the current term.

Equity and Non-equity Compensation Plan Information

The Company does not have any equity compensation plans outstanding as of December 31, 2010. All equity compensation awards have been exercised or expired prior to such date.

The Company does not have any equity awards outstanding as of December 31, 2010.

No equity or non-equity plan-based awards were granted or exercised during the year ended December 31, 2010.

Conflicts of Interest Involving Compensation Consultants

The Board of Directors has not engaged any consultants to provide advice or recommendation on the amount or form of executive and director compensation.

Director Compensation

Our directors, including our directors who are named executive officers, are paid $1,000 for each board meeting attended. We reimburse our directors for reasonable travel and lodging expenses incurred in attending meetings.

The following table sets forth compensation earned or paid to our non-employee directors in 2010.

Fees Earned or

Option

Non-equity Incentive

All Other

Name

Paid in Cash

Awards

Plan Compensation

Compensation

Total

William P. McNeer

5,000

—

5,000

Transactions With Related Parties

All related party transactions are required to be reviewed and approved by a majority of our directors who have no interest in the transaction.

As of December 31, 2010, the Company owned 500,922 shares of common stock of Penson Worldwide, Inc. with a market value of $2,449,509. In August of 2003, the Company’s President and CEO, Thomas R. Johnson, was elected to the Board of Directors of PWI pursuant to a provision in the original PWI Note which required that PWI use its best efforts to appoint a nominee of the Company to PWI’s board of directors. The Company has maintained an investment account with Penson Financial Services, Inc., a wholly owned subsidiary of Penson Worldwide, Inc., since 1999. On December 31, 2010, the Company had a margin loan in this account in the amount of $5,777,021, which is collateralized by its marketable securities.

In 2005 the Company purchased a limited partnership interest in a 270-unit luxury apartment complex under development at the master planned community of Stone Oak in San Antonio, Texas. Other limited partners include the Company’s President/CEO, the Company’s majority shareholder and the President of REG. The general partner is an unrelated real estate development company based in Houston. The Estates at Canyon Ridge was sold on November 2, 2010 to an unrelated third party, resulting in a realized loss by the Company of approximately $1,683,000. This amount had previously been reported by the Company as an impairment charge to earnings in the quarter ended September 30, 2010.

In January 2009, the Company sold approximately 23.24% of the 95% limited partnership interest in Cambridge at Auburn, LP to Thomas R. Johnson, the President and Chief Executive Officer of the Company for $400,000. The purchase price represented the Company’s cost basis in the partnership and the proceeds were utilized to support other investments of the Company.

On February 25, 2010, the Company entered into a Promissory Note in favor of PWI, in the principal amount of $13,922,000, accumulating interest at a rate of 10% per year with a maturity of February 25, 2012. On September 16, 2010 the Company borrowed an additional $400,000 from PWI, bringing the balance of the Promissory Note to $14,322,000. On November 12, 2010 the Company made a payment of $1,000,000 in principal and $6,222 in interest on

the Promissory Note, bringing the principal balance down to its current balance of $13,322,000. In addition, the Company has granted PWI a carried interest equal to 20% of the proceeds from its holdings of Retama Development Corp. B Bonds. If the Company repays the Promissory Note prior to the second anniversary of the issuance and there is no default or event of default prior to such repayment, the carried interest will be reduced to 15%. The carried interest entitles the lender to a percentage of all income, principal and other proceeds (in whatever form) from or in respect of the Retama Development Corp. B Bonds of any kind whether on account of interest, redemption of principal, proceeds of sale, pledge or other transfer or disposition of the Bonds, insurance proceeds, tax refunds, or otherwise made or payable in respect of any of the Bonds. The carried interest survives the repayment of the Promissory Note. The Promissory Note is secured by a lien on substantially all of the Company’s assets.

Simultaneous with the execution of the Promissory Note with PWI on February 25, 2010, the Company entered into a Purchase and Sale Agreement with Christopher Hall, the Company’s majority stockholder, Chairman and a director. Under such agreement, which was approved by the Board of Directors in accordance with the By-laws, the Company purchased from Mr. Hall the following:

898,000 shares of Call Now, Inc. common stock for $11,404,600;

$3,200,000 principal amount of Leon County FL Educational Facilities Authority (Southgate) Series B Bond, 7.625% due 9/1/28 for $2,080,000; and

$2,200,000 principal amount of Cambridge Student Housing Financing Revenue Series C Bond, 9.70% due 11/1/39 for $1,870,000.

In consideration of the foregoing the Company transferred and paid to Mr. Hall the following:

The Retama Development Corporation Funding Agreement with a current principal and interest balance totaling $5,355,428 ($3,627,569 principal + $1,727,859 interest);

500,000 shares of Penson Worldwide, Inc. common stock valued at $4,480,000; and $5,511,800 in cash.

Additionally, on June 15, 2010 the Company sold 9,973 shares of the Company’s common stock to Mr. Hall for $126,567.

Each related party transaction is required to be reviewed and approved by a majority of directors with no interest in the transaction.

PROPOSAL NO. 2

APPROVAL OF INDEPENDENT AUDITOR

The Board of Directors has recommended the appointment of the firm Akin, Doherty, Klein & Feuge, P.C. (“ADKF”) as our independent auditor for our 2011 financial statements and is requesting the stockholders approve such appointment. This firm was the Company’s independent auditor for the fiscal years ended December 31, 2010 and December 31, 2009.

Fees related to services performed by our independent auditor in 2010 and 2009 were as follows:



	2010		2009
Audit Fees⁽¹⁾	$	60,500	$	60,500
Audit Related Fees		—		—
Tax Fees⁽²⁾		5,150		4,650
All Other Fees⁽³⁾		750		11,500

Total	$	66,400	$	76,650


(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.

(3)		All other fees include services billed from January through December of the fiscal year.

The Board of Directors has reviewed and discussed with the Company’s management and independent auditor the audited consolidated financial statements of the Company contained in the Company’s Annual Report on Form 10-K for the Company’s 2010 fiscal year. The Board has also discussed with the independent auditor the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Company’s consolidated financial statements.

The Board has received and reviewed the written disclosures and the letter from the independent auditor required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Board concerning independence and has discussed with the independent auditor its independence from the Company.

The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

Based on the review and discussions referred to above, the Board approved the inclusion of the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for its 2010 fiscal year for filing with the SEC.

The members of the Board of Directors are Christopher J. Hall, Thomas R. Johnson, Bryan P. Brown and William P. McNeer III.

Pre-Approval Policies

The Board’s policy is now to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by the Company’s independent auditor; provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its accountant in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit.

The Board pre-approved all fees described above.

If the appointment of Akin, Doherty, Klein & Feuge, P.C. is not approved by the stockholders, the appointment will be reconsidered by the Board of Directors. It is not anticipated that a representative of Akin, Doherty, Klein & Feuge, P.C. will attend the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE APPOINTMENT OF AKIN, DOHERTY, KLEIN & FEUGE, P.C. AS INDEPENDENT AUDITOR.

All proxies solicited by the Board of Directors will be voted “FOR” Proposal No. 2 unless other instructions are given on your proxy.

Vote Required

Approval of Proposal No. 2 requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote, a quorum being present. A proxy marked “abstain” or “against” the proposal and broker non-votes will have the effect of a negative vote on the proposal.

STOCKHOLDER PROPOSALS FOR 2012 ANNUAL MEETING

Any stockholder desiring to submit a proposal for action at the 2012 Annual Meeting of Stockholders and presentation in the Company’s Proxy Statement with respect to such meeting should arrange for such proposal to be delivered to the Company at its principal place of business no later than January 15, 2012 in order to be considered for inclusion in the Company’s proxy statement relating to that meeting. Matters pertaining to such proposals, including the number and length thereof, eligibility of persons entitled to have such proposals included and other aspects are regulated

by the Securities Exchange Act of 1934, Rules and Regulations of the Securities and Exchange Commission and other laws and regulations to which interested persons should refer.

FINANCIAL INFORMATION AND ANNUAL REPORT ON FORM 10-K

The Company’s financial statements for the year ended December 31, 2010 are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, which is being mailed to the Company’s stockholders with this Proxy Statement. The Company will furnish to stockholders a copy of the exhibits to the Annual Report on Form 10-K upon written request to Thomas R. Johnson, President, Call Now, Inc., P.O. Box 47535, San Antonio, TX 78265.

OTHER MATTERS

The Board of Directors is not aware of any other matters to come before the meeting. If any other matter not mentioned in this Proxy Statement is brought before the meeting, the proxy holders named in the enclosed Proxy will have discretionary authority to vote all proxies with respect thereto in accordance with their judgment.


April 11, 2011		By Order of the Board of Directors

		Thomas R. Johnson
		President & Chief Executive Officer

Call Now, Inc.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Christopher J. Hall and Thomas R. Johnson as proxies, and each of them with the power to appoint his substitute as proxies, to represent and to vote as designated below, all of the shares of Common Stock of Call Now, Inc. held of record by the undersigned on April 12, 2011 at the Annual Meeting of Stockholders to be held on June 1, 2011, or any adjournment thereof.



	Address Changes/Comments:


1.	ELECTION OF DIRECTORS	For All	Withhold All	For All Except	To withhold authority to vote for any individual nominee(s), Mark “For All Except” and write the number(s) on the line below.

	Nominees:	o	o	o

	01) Bryan P. Brown
	02) Christopher J. Hall
	03) Thomas R. Johnson
	04) William P. McNeer III

Vote On Proposal


		For	Against	Abstain

2.	Proposal to approve the appointment of Akin, Doherty, Klein & Feuge, P.C. as independent auditor.	o	o	o
	In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof.

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR the nominees listed herein and FOR proposal 2.

Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.


For address changes and/or comments, please check this box and write them on the back where indicated.		o


Please indicate if you plan to attend this meeting.	o	o
	Yes	No

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under Rule 14a-12