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:             June 30, 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 78216-3634
------------------------------------------------
(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
August 10, 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 June 30, 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.











[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]









2

CALL NOW, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
As of June 30, 2001
(Unaudited)
                                                                                Restated
A S S E T S
                                                            June 30          December 31
                                                            2001             2000
                                                            (Unaudited)      (Audited)

Current Assets
Cash And Cash Equivalents                                    $232,707            $174,559
Accounts Receivable                                            45,000              30,000
Accounts Receivable - Other                                   127,633             103,114
Marketable Securities, At Market Value                      4,547,805           4,603,910
Note Receivable                                               243,700             293,700
Income Tax Refund Claim                                             0             528,035
Other                                                         125,535              43,099
                                                            ---------           ---------
     Total Current Assets                                  $5,322,380          $5,776,417

Furniture And Equipment (Less Accumulated
     Depreciation of $32,458)                                     741               2,581

Land                                                        2,417,476           2,369,075

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

Deferred Tax Assets                                           394,591             251,522

Other                                                         253,892             232,046
                                                            ---------           ---------
     Total Assets                                          $9,090,450          $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                                              $     -             $36,939
Deferred Tax Payable - Bonds                                  460,367             460,367
Current Portion of Mortgage Payable                            16,862              17,657
Note Payable                                                        -              52,905
Accrued Expenses                                               97,361              83,149
                                                            ---------           ---------
     Total Current Liabilities                                574,590             651,017

Non-Current Liabilities
Mortgage Payable, less current maturity                     1,686,759           1,703,657
                                                            ---------           ---------
     Total Liabilities                                      2,261,349           2,354,674
                                                            ---------           ---------
Commitment and Contingencies                                        -                   -

Minority Interest in Consolidated Subsidiary                   13,723              16,414
                                                            ---------           ---------
Stockholders' Equity
Preferred stock, no par, shares authorized 800,000
shares                                                              -                   -
     none outstanding
Common Stock, $.001 par 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                                             380,614             525,938
Accumulated other comprehensive loss                          757,873             789,094
Treasury stock, at cost                                      (206,050)           (206,050)
                                                            ---------           ---------
     Total Stockholders' Equity                             6,815,378           6,991,923
                                                            ---------           ---------
     Total Liabilities and Stockholders' Equity            $9,090,450          $9,363,011
                                                            =========           =========




Call Now, Inc. And Subsidiaries
Consolidated Statements of Operations
Three Months and Six Months Ended June 30
(Unaudited)
                                                                                                    Restated


                                                       Three Months Ended                     Six Months Ended
                                                            June 30                                June 30
                                                       2001          2000                    2001          2000
Income
Racetrack Operating Income                      $1,942,749            $1,748,840            $3,060,724        $2,789,808
Management Fees                                     45,000                45,000                90,000            90,000
Miscellaneous                                            -                     -                     -                 -
                                                 ---------             ---------             ---------         ---------
     Total Income                                1,987,749             1,793,840             3,150,724         2,879,808
                                                 ---------             ---------             ---------         ---------
Costs  and Expenses
Racetrack                                        2,002,794             1,748,841             3,172,059         2,789,808
General and Administrative                         140,696               277,285               324,713           518,962
Interest                                            41,631                38,728                78,252            76,988
Depreciation and Amortization                          920                   920                 1,840             1,860
                                                 ---------             ---------             ---------         ---------
     Total Cost and Expenses                     2,186,041             2,065,774             3,576,864         3,387,618
                                                 ---------             ---------             ---------         ---------
Income (Loss) from continuing operations before   (198,292)             (271,934)             (426,140)         (507,810)
    other income and expenses, income taxes, and
    minority interest

     Other Income and Expenses                     114,036               123,592               158,624           222,973
                                                 ---------             ---------             ---------         ---------
Income (Loss) before income taxes and              (84,256)             (148,342)             (267,516)         (284,837)
     minority interest

     Income Tax Benefit (Expenses)                  42,100                60,500               119,500           111,500
                                                 ---------             ---------             ---------         ---------
Income (Loss) before minority interest             (42,156)              (87,842)             (148,016)         (173,337)

     Minority Interest                               1,898                 3,809                 2,691             2,612
                                                 ---------             ---------             ---------         ---------
     Net Income (Loss)                            $(40,258)             $(84,033)            $(145,325)        $(170,725)
                                                 =========             =========             =========         =========
Earnings Per Share - Basic and Diluted:
     Net Income                                     (0.005)               (0.010)               (0.017)           (0.020)





CALL NOW, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flow
Six Months Ended June 30, 2001
                                                                                               Restated
(Unaudited)

                                                                           Six Months Ended
                                                                               June 30,
                                                                          2001          2000
Cash Flows from Operating Activities:
Net Income (Loss)                                                   $(145,325)           $(170,725)

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

     Depreciation and Amortization                                      1,840                1,840
     Changes in assets and liabilities:                                     -                    -
     (Increase) Decrease in Assets:                                         -                    -
        Accounts Receivable - Other                                   (38,204)             281,488
        Deferred Tax Asset                                           (119,500)            (112,000)
        Notes Receivable                                               50,000                    -
        Income Tax Claim                                              528,035                    -
        Other Current Assets                                          (82,436)             (59,397)
        Other Assets                                                  (21,846)             (45,800)
     Increase (Decrease) in Liabilities:
        Accounts Payable                                              (36,939)              56,469
        Accrued Expenses                                               14,213             (636,943)
        Accrued Expenses - Other                                            -                    -

        Minority Interest                                              (2,691)              (2,612)
                                                                      -------             --------
Net Cash provided from (used for) Operating Activities               $147,147            $(687,680)
                                                                      -------             --------
Cash flows from Investing Activities:

     Proceeds from the sale of marketable securities                 $      -            $       -
     Capital Expenditures                                             (48,401)                   -
     Purchase of marketable securities                                      -             (102,500)
     Notes and Loans Receivable:
         Advances                                                           -              109,916
         Collections                                                   30,000             (116,949)
                                                                      -------             --------
Net Cash used for Investing Activities                               $(18,401)           $(109,533)
                                                                      -------             --------
Cash flows from Financing Activities

     Proceeds from Loans                                                    -                    -
     Payment of Short Term Debt                                       (52,905)                   -
     Payment of Long Term Debt                                        (17,693)              (7,907)
                                                                      -------             --------
Net Cash (used for) provided by Financing
Activities                                                           $(70,598)             $(7,907)
                                                                      -------             --------
Net Increase (Decrease) in Cash                                        58,148             (805,120)

Cash Balance, Begin of Year                                           174,559              963,895
                                                                      -------             --------
Cash Balance, End of Year                                            $232,707             $158,775
                                                                      =======             ========






CALL NOW, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

NOTE 1- BASIS OF PRESENTATION

General
The unaudited interim consolidated balance sheet of the Company as of June 30,
2001 and the consolidated statement of operation for the three and six months
ended June 30, 2001, included herein have been prepared in accordance with the
instructions for Form 10-QSB 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 Balance Sheet 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 June 30, 2001, and the results of their operations for the
three and six months ended June 30, 2001 and 2000, and their cash flows for
the three and six months ended June 30, 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 its 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 June 30, 2001, 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 118 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 an annual basis and accordingly, the value of the RDC bonds was not
adjusted at June 30, 2001.







[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]






7

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

           Three and Six Months Ended June 30, 2001 compared to 2000.

l   RESULTS OF OPERATIONS:

                     a.  REVENUES

The Company's revenues for the three months ended June 30, 2001 were
$1,942,749 as compared to $1,748,840 for the three months ended June 30, 2000.
The increase was due primarily to increased racetrack attendance and the
improvement of simulcast betting facilities.

For the six months ended June 30, 2001, revenues were $3,060,724 compared to
$2,789,808 for the six months ended June 30, 2000. The increase was due to
increased attendance and wagering.

Interest income for the three months ended June 30, 2001 was $114,036 as
compared to $123,592 for the three months ended June 30, 2000. The increase
was due to the receipt of a refund from the Internal Revenue Service that
contained interest income in the amount of $63,478.

For the six months ended June 30, 2001, other income and expenses were
$158,624 compared to $222,973 for the six months ended June 30, 2000.


                   b.  EXPENSES

(1) Racetrack expenses for the three months ended June 30, 2001 were
$2,002,794 compared to $1,748,841 for the three months ended June 30, 2000.
The increase was due to increased racetrack activity.

For the six months ended June 30, 2001, Racetrack expenses were $3,172,059
compared to $2,789,808 for the six months ended June 30, 2000.

(2) GENERAL AND ADMINISTRATIVE
       Expense for the quarter ended June 30, 2001 was $140,696 compared to
$324,713 for the June 30, 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.

For the six months ended June 30, 2001, expenses were $324,713 compared to
$518,962 for the six months ended June 30, 2000.

(3) INTEREST
Interest expense for the quarter ended June 30, 2001 was $41,631 compared to
$38,728 for the June 30, 2000 quarter. The increase was due to an increase of
debt.

For the six months ended June 30, 2001, interest was $78,252 compared to
$76,988 for the six months ended June 30, 2000.


8

(4) INCOME TAX
For the quarter ended June 30, 2001 the Company recorded income tax benefit of
$42,100 compared to $60,500 for the three months ended June 30, 2000. The
decrease was due to the decrease in net operating loss.

For the six months ended June 30, 2001, the income tax benefit was $119,500
compared to $111,500 for the six months ended June 30, 2000

               c.   NET LOSS

The Company had a net loss of $40,258 for the quarter ended June 30, 2001
compared to a net loss of $84,033 for the quarter ended June 30, 2000. The
decrease 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 June 30, 2001, the Company recorded a net loss of
$0.005 per share compared to a net loss of $0.010 per share for the June 30,
2000 quarter.

l   LIQUIDITY AND CAPITAL RESOURCES

For the six months ended June 30, 2001, the Company was provided $147,147 from
operating activities compared to using $687,680 for the six months ended June
30, 2000. The decrease was due primarily to the increase in operations
activities of Retama Entertainment Group, Inc. and receiving the income tax
refund claim from the Internal Revenue Service.

Cash used in investing activities for the six months ended June 30, 2001, was
$18,401 compared to cash used of $109,533 for the six months ended June 30,
2000. The decrease was due to net proceeds from the sale and purchase of
Marketable Securities and collections of Notes Receivable.

For the six months ended June 30, 2001, cash used in financing activities was
$70,598 compared to cash used of $7,907 for the six months ended June 30,
2000. The increase was due to a repayment of short and long term loans.

The Company has investments primarily in Retama Development Corporation Bonds.
The fair market value of the securities at June 30, 2001 was $4,335,910. The
Bonds produce $139,900 in non-taxable interest income.

The Company received an income tax refund in June 2001 of $564,620.

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.


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
January 3, 2002                     (Principal Accounting Officer)

10