SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.20549


FORM 1O-QSB/A


QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended:             March 31, 2001

Commission File No.  0-27160

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

NEVADA                                            65-0337175
-----------------------------------               -----------------------------------
    (State or other jurisdiction                  (IRS Employer Identification No.)
   of incorporation or organization)


10803 GULFDALE, SUITE 222, SAN ANTONIO, TX 78216
------------------------------------------------
(Address of principal executive offices)


(210) 349-4141
---------------------------
(Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for 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 [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 8,340,444 shares as of May
11, 2001.

Transitional Small Business Format:   NO




PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Call Now Inc., a Nevada
corporation, and its subsidiaries unless otherwise indicated. Consolidated and
unaudited interim financial statements including a balance sheet for the
Company as of the quarter ended March 31, 2001, statement of operations, and
statement of cash flows for the interim period up to the date of such balance
sheet and the comparable period of the preceding year are attached as Pages 3
through 5 and are incorporated herein by this reference.







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2

CALL NOW, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
As of March 31, 2001
(Unaudited)
                                                                                       Restated
A S S E T S
                                                                 March 31              December 31
                                                                 2001                  2000
                                                                 (Unaudited)          (Audited)

Current Assets
Cash And Cash Equivalents                                         $58,239            $174,559
Accounts Receivable                                                45,000              30,000
Accounts Receivable - Other                                       121,864             103,114
Marketable Securities, At Market Value                          4,538,810           4,603,910
Note Receivable                                                   294,489             293,700
Income Tax Refund Claim                                           528,035             528,035
Other                                                              76,110              43,099
                                                                ---------           ---------
     Total Current Assets                                      $5,662,547          $5,776,417

Furniture And Equipment (Less Accumulated
     Depreciation of $31,538)                                       1,661               2,581

Land                                                            2,369,075           2,369,075

Long-Term Notes and Loan Receivables                              701,370             731,370

Deferred Tax Assets                                               328,922             251,522

Other                                                             238,595             232,046
                                                                ---------           ---------
     Total Assets                                              $9,302,170          $9,363,011
                                                                =========           =========

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                                                  $15,675             $36,939
Deferred Tax Payable - Bonds                                      460,367             460,367
Current Portion of Mortgage Payable                                16,862              17,657
Note Payable                                                      207,509              52,905
Accrued Expenses                                                   49,418              83,149
                                                                ---------           ---------
     Total Current Liabilities                                    749,831             651,017

Non-Current Liabilities
Mortgage Payable, less current maturity                         1,686,759           1,703,657
                                                                ---------           ---------
     Total Liabilities                                          2,436,590           2,354,674
                                                                ---------           ---------
Commitment and Contingencies                                            -                   -

Minority Interest in Consolidated Subsidiary                       15,621              16,414
                                                                ---------           ---------
Stockholders' Equity
Preferred stock, $.001 par value shares authorized 800,000
shares                                                                  -                   -
     none outstanding
Common Stock, $.001 par value shares authorized 50,000,000,         8,430               8,430
8,430,444 shares issued and 8,340,444 shares outstanding
Additional Paid In Capital                                      5,874,511           5,874,511
Retained Earnings                                                 420,871             525,938
Accumlulated other comprehensive loss                             752,197             789,094
Treasury stock, at cost                                          (206,050)           (206,050)
                                                                ---------           ---------
     Total Stockholders' Equity                                 6,849,959           6,991,923
                                                                ---------           ---------
     Total Liabilities and Stockholders' Equity                $9,302,170          $9,363,011
                                                                =========           =========



CALL NOW, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Three Months Ended March 31, 2001                                                   Restated
(Unaudited)

                                                                      Three Months Ended
                                                                           March 31,
                                                                      2001          2000

Income
Race Track Operating Income                                     $1,117,975        $1,040,968
Management Fees                                                     45,000            45,000
                                                                 ---------         ---------
     Total Income                                               $1,162,975        $1,085,968
                                                                 ---------         ---------
Costs  and Expenses
Racetrack                                                       $1,169,265        $1,076,478
General and Administrative                                         184,017           206,166
Interest                                                            36,621            38,760
Depreciation and Amortization                                          920               940
                                                                 ---------         ---------
     Total Cost and Expenses                                    $1,390,823        $1,322,344
                                                                 ---------         ---------
Income (Loss) from continuing operations                          (227,848)         (236,376)
    before other income and expenses,
    income taxes and minority interest

     Other Income and Expenses                                     $44,588           $99,381
                                                                 ---------         ---------
Income (Loss) before income taxes and                             (183,260)         (136,995)
     minority interest

     Income Tax Benefit (Expenses)                                 $77,400           $51,000
                                                                 ---------         ---------
Income (Loss) before minority interest                            (105,860)          (85,995)

     Minority Interest                                                 793            (1,197)
                                                                 ---------         ---------
     Net Income (Loss)                                           $(105,067)         $(87,192)
                                                                 =========         =========
Earnings Per Share - Basic and Diluted:
     Net Income                                                     (0.013)           (0.012)



CALL NOW, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flow
Three Months Ended March 31, 2001                                                     Restated
(Unaudited)

                                                                      Three Months Ended
                                                                            March 31,
                                                                       2001          2000

Cash Flows from Operating Activities:                            $(105,067)         $(87,192)
Net Income (Loss)

Adjustments to reconcile net income to net cash
     used in operating activities:

     Depreciation and Amortization                                     920               920
     Changes in assets and liabilities:                                  -                 -
     (Increase) Decrease in Assets:                                      -                 -
        Accounts Receivable - Other                                (33,750)          273,571
        Deferred Tax Asset                                         (77,400)          (51,000)
        Other Current Assets                                       (49,199)          (26,424)
        Other Assets                                                (6,549)          (22,255)
     Increase (Decrease) in Liabilities:
        Accounts Payable                                           (21,264)           93,685
        Accrued Expenses                                           (17,543)         (534,763)
        Accrued Expenses - Other                                         -          (104,441)
        Minority Interest                                             (793)            1,197
                                                                 ---------         ---------
Net Cash used for Operating Activities                           $(310,645)        $(456,702)
                                                                 ---------         ---------
Cash flows from Investing Activities:

     Proceeds from the sale of marketable securities               $28,203         $       -
     Capital Expenditures                                                -                 -
     Purchase of marketable securities                                   -          (102,500)
     Notes and Loans Receivable:
         Advances                                                     (789)           (8,663)
         Collections                                                30,000                 -
                                                                 ---------         ---------
Net Cash used for Investing Activities                             $57,414         $(111,163)
                                                                 ---------         ---------
Cash flows from Financing Activities

     Proceeds from Loans                                           154,604                 -
     Payment of Long Term Debt                                     (17,693)           (7,908)
                                                                 ---------         ---------
Net Cash used for provided by Financing Activities                $136,911           $(7,908)
                                                                 ---------         ---------
Net Increase (Decrease) in Cash                                   (116,320)         (575,773)

Cash Balance, Begin of Year                                        174,559           963,895
                                                                 ---------         ---------
Cash Balance, End of Year                                          $58,239          $388,122
                                                                 =========         =========






CALL NOW, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

NOTE 1- BASIS OF PRESENTATION

General
The unaudited interim consolidated financial statements of the Company as of
March 31, 2001 and for the three months ended March 31, 2001, included herein
have been prepared in accordance with the instructions for Form 10QSB under
the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation
S-X under the Securities Act of 1933, as amended. The December 31, 2000
Consolidated was derived from audited financial statements, but does not
include all disclosures required by generally accepted accounting principles.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations relating to interim consolidated financial statements.

In the opinion of management, the accompanying unaudited interim consolidated
financial statements reflect all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of
the Company at March 31, 2001, and the results of their operations for the
three months ended March 31, 2001 and 2000, and their cash flows for the three
months ended March 31, 2001 and 2000.

The results of operations for such periods are not necessarily indicative of
results expected for the full year or for any future period. These
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements as of December 31, 2000, and for the
two years then ended December 31, 2000 and 1999 and related notes included in
the Company's Form 10-KSB filed with the Securities and Exchange Commission.

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 bonds and
notes collateralized by a lien on the Retama Park Horse Racing Facility
("Facility") in Selma, Texas, and into real estate by the acquisition of 118
acres of land in Williamson County, Texas which it may develop.  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 Andice Development Co., ARN
Communications Corp., National Communications Network, Inc., and Retama
Entertainment Group Inc. (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, 2000, the Company classified its investment portfolio
as available for sale and held to maturity.  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.


6



CALL NOW, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

NOTE 1- BASIS OF PRESENTATION (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.

Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding.  Dilutive
securities having an anti-dilutive effect on diluted earnings per share are
excluded from the calculation.


NOTE 2 - COMMITMENT AND CONTINGENCIES
On February 15, 2001, the Company signed a contract with the Georgetown
Independent School District to sell fourteen acres of the 123 acre tract for a
total of $328,300. Closing of the contract is currently planned for September
13, 2001. The balance of the property is being marketed for commercial and
residential development.

The Company plans to adjust the value of its Retama Development  Corporation
Bonds on a semi-annual basis and accordingly, the  value of the RDC bonds was
not adjusted at March 31, 2001.











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7


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF  OPERATIONS
   AND LIQUIDITY AND CAPITAL RESOURCES

           Three Months Ended March 31, 2001 Compared  to 2000.

l   RESULTS OF OPERATIONS:

                     a.  REVENUES
The Company's revenues for the three months ended March 31, 2001 were
$1,162,975 as compared to $1,085,968 for the three months ended March 31,
2000. The increase was due primarily to increased racetrack attendance and the
improvement of simulcast betting facilities.

Interest income for the three months ended March 31, 2001 was $42,467 as
compared to $87,615 for the three months ended March 31, 2000. The decrease
was due to the reduction of investments.

                   b.  EXPENSES

(1) Racetrack expenses for the three months ended March 31, 2001 were
$1,169,265 compared to $1,076,478 for the three months ended March 31, 2000.
The increase was due to increased racetrack activity.

(2) GENERAL AND ADMINISTRATIVE
       Expense for the quarter ended March 31, 2001 was $184,017 compared to
$206,166 for the March 31, 2000 quarter. The decrease was due to the principal
officer not taking a salary for 2001, payroll contributions by the Trust
Companies and reduction of consulting and legal fees.

(3) INTEREST
Interest expense for the quarter ended March 31, 2001was $36,621 compared to
$38,760 for the March 31, 2000 quarter. The decrease was due to a reduction of
debt.

(4) INCOME TAX
For the quarter ended March 31, 2001 the Company recorded income tax benefit
of $77,400 compared to $51,000 for the three months ended March 31, 2000. The
increase was due to the increase in net operating loss.

               c.   NET LOSS

The Company had a net loss of $105,067 for the quarter ended March 31, 2001
compared to a net loss of $87,192 for the quarter ended March 31, 2000. The
increase in net loss resulted primarily from an increase in racetrack
operations and a reduction of general and administrative expenses.

               d.   EARNINGS PER SHARE

For the three months ended March 31, 2001, the Company recorded a net loss of
$0.013 per share compared to a net loss of $0.012 per share for the March 31,
2000 quarter.


8

l   LIQUIDITY AND CAPITAL RESOURCES

For the three months ended March 31, 2001, the Company used $310,645 for
operating activities compared to $456,702 for the three months ended March 31,
2000. The decrease was due primarily to the increase in operations activities
of Retama Entertainment Group, Inc.

Cash provided from investing activities for the three months ended March 31,
2001, was $57,414 compared to cash used of $111,163 for the three months ended
March 31, 2000. The increase was due to net proceeds from the sale and
purchase of Marketable Securities and collections of Notes Receivable.

For the three months ended March 31, 2001, cash provided from financing
activities was $136,911 compared to cash used of $7,908 for the three months
ended March 31, 2000. The increase was due to an increase in loans.

The Company has investments primarily in Retama Development Corporation Bonds.
The fair market value of the securities at March 31, 2001 was $4,335,910. The
Bonds produce $139,900 in annual non-taxable interest income.

The Company has filed an income tax claim in June 2000 for approximately
$528,035 and awaiting review by the Internal Revenue Service.

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.


In reviewing the financial statements, current management has determined that
the transaction previously reported as a bond conversion from Series A to
Series B Bonds was not going to be completed by all of the parties. As
previously reported, the Series 1997 A & B bonds allowed conversion of the
Series B bonds to Series A bonds based on a quotient resulting from the lower
of EBITDA for the last two immediately preceding fiscal year divided by .0875.
Based on an "Agreed-Upon Procedure" by the principle auditors of RDC, $925,000
Series B bonds was converted to Series A bonds effective September 1, 2000.
Also, $283,390 in deferred interest income became due and payable over the
balance of the term of the bonds; which is 33 years. The market value of the
bonds has been reduced, the deferred interest has been removed, and the
accrued interest has been removed from the balance sheet and the statement of
operations.

Since this conversion was not completed, the financial statements have been
restated.



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9

PART II - OTHER INFORMATION
ITEM 3.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     EXHIBITS

          None

(b)     REPORTS ON FORM 8-K

          None.

SIGNATURES

In accordance with the requirements 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
                                    Chairman (Chief Executive Officer)
                                                  and
December 28, 2001                   (Principal Accounting Officer)


10