CALL NOW INC
8-K, 1999-06-15
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)            JUNE 1, 1999
                                                -------------------------------


                                 CALL NOW, INC.
             (Exact name of registrant as specified in its charter)


           FLORIDA                      0-27160                 65-0337175
(State or other jurisdiction         (Commission              (IRS Employer
     of incorporation)                 File No.)            Identification No.)


               10803 GULFDALE, SUITE 222, SAN ANTONIO, TEXAS 78216
- --------------------------------------------------------------------------------


       Registrant's telephone number, including area code (210) 349-4141
                                                         -----------------------


<PAGE>   2


Item 4.     Changes in Registrant's Certifying Accountant.

(c)(1)(i)

            The registrant's accountants, BDO Seidman, LLP ("BDO Seidman"),
            declined, effective June 1, 1999, to be engaged to audit the
            registrant's financial statements for the fiscal year ended December
            31, 1998.

            BDO Seidman's report on the registrant's financial statements for
            the two most recent fiscal years ended December 31, 1997 did not
            contain an adverse opinion or a disclaimer of opinion, and was not
            qualified or modified as to uncertainty, audit scope or accounting
            principles.

            As of December 31, 1997 and during the registrant's two most recent
            fiscal years ended December 31, 1997 and the subsequent periods
            preceding the resignation of BDO Seidman, there were no
            disagreements with BDO Seidman on matters of accounting principles
            or practices, financial statement disclosure or auditing scope or
            procedure, which disagreements, if not resolved to the satisfaction
            of BDO Seidman, would have caused BDO Seidman to make reference to
            the subject matter of the disagreements in connection with its
            reports.

            The Company has appointed the firm of Clyde Bailey P.C. in San
            Antonio, Texas as the new principal audit firm for the year ended
            December 31, 1998.

            The Registrant will be delayed in filing its Form 10-KSB for the
            year ended December 31, 1998.

Item 7.     Financial Statements and Exhibits

            (c) Exhibits

            Exhibit 16.1 - Letter regarding change in certifying accountants.



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

                                               CALL NOW, INC.



                                               By: /s/ William M. Allen
                                                   ----------------------------
June 11, 1999                                      William M. Allen
                                                   Chairman






<PAGE>   1




                                                                    Exhibit 16.1

BDO(LOGO)

BDO Seidman, LLP                        NationsBank Tower at International Place
Accountants and Consultants             100 S.E. 2nd Street, Suite 2200
                                        Miami, Florida 33131
                                        Telephone: (305) 381-8000
                                        Fax: (305) 374-1135
                                        Voice Mail: (305) 381-7832



June 10, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

      We have been furnished with a copy of the response to Item 4 of Form 8-K
for the event that occurred on June 1, 1999, to be filed by our former client,
Call Now, Inc. We agree with the statements made in response to that item
insofar as they relate to our Firm.

Very truly yours,



/s/ BDO Seidman, LLP

BDO Seidman, LLP


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