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:             September 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: 8,590,444 shares as of
November 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 September 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.








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2


CALL NOW, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
As of September 30, 2001
                                                                                Restated
(Unaudited)
A S S E T S
                                                            September 30          December 31
                                                            2001                  2000
                                                            (Unaudited)           (Audited)
Current Assets
Cash And Cash Equivalents                                    $264,657            $174,559
Accounts Receivable                                            47,500              30,000
Accounts Receivable - Other                                   127,633             103,114
Marketable Securities, At Market Value                      4,521,910           4,603,910
Note Receivable                                               243,700             293,700
Income Tax Refund Claim                                             -             528,035
Other                                                           7,263              43,099
                                                            ---------           ---------
     Total Current Assets                                  $5,212,663          $5,776,417

Furniture And Equipment (Less Accumulated
     Depreciation of $33,470)                                   3,054               2,581

Land                                                        2,465,297           2,369,075

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

Deferred Tax Assets                                           464,269             251,522

Other                                                         195,685             232,046
                                                            ---------           ---------
     Total Assets                                          $9,042,338          $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                                              $58,309             $36,939
Deferred Tax Payable - Bonds                                  460,367             460,367
Current Portion of Mortgage Payable                            19,282              17,657
Note Payable                                                        -              52,905
Accrued Expenses                                               86,492              83,149
                                                            ---------           ---------
     Total Current Liabilities                                624,450             651,017

Non-Current Liabilities
Mortgage Payable, less current maturity                     1,676,112           1,703,657
                                                            ---------           ---------
     Total Liabilities                                      2,300,562           2,354,674
                                                            ---------           ---------
Commitment and Contingencies                                        -                   -

Minority Interest in Consolidated Subsidiary                    8,493              16,414
                                                            ---------           ---------
Stockholders' Equity
Preferred stock, $.001 par value, shares authorized 800,000
shares                                                              -                   -
     none outstanding
Common Stock, $.001 par value authorized 50,000,000,           86,804               8,430
     8,430,444 shares issued and 8,340,444 shares outstanding
         as of December 31, 2000 and 8,680,444 shares issued
         and 8,590,444 outstanding as of September 30, 2001
Additional Paid-in-Capital                                  5,876,137           5,874,511
Retained Earnings                                             225,002             525,938
Accumulated other comprehensive loss                          751,390             789,094
Treasury stock, at cost                                      (206,050)           (206,050)
                                                            ---------           ---------
     Total Stockholders' Equity                             6,733,283           6,991,923
                                                            ---------           ---------
     Total Liabilities and Stockholders' Equity            $9,042,338          $9,363,011
                                                            =========           =========





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



                                                       Three Months Ended                     Nine Months Ended
                                                         September 30                           September 30
                                                       2001          2000                    2001          2000
Income
Racetrack Operating Income                        $1,782,912         $1,778,294            $4,843,636        $4,568,102
Management Fees                                       45,000             45,000               135,000           135,000
Miscellaneous                                              -                  -                     -                 -
                                                   ---------          ---------             ---------         ---------
     Total Income                                  1,827,912          1,823,294             4,978,636         4,703,102
                                                   ---------          ---------             ---------         ---------
Costs  and Expenses
Racetrack                                          1,869,377          1,778,294             5,041,436         4,568,102
General and Administrative                           188,516            175,874               513,229           694,836
Interest                                              40,096             50,899               118,348           127,887
Depreciation and Amortization                          1,012                960                 2,852             2,820
                                                   ---------          ---------             ---------         ---------
     Total Cost and Expenses                       2,099,001          2,006,027             5,675,865         5,393,645
                                                   ---------          ---------             ---------         ---------
Income (Loss) from continuing operations before     (271,089)          (182,733)             (697,229)         (690,543)
    other income and expenses, income taxes, and
    minority interest

     Other Income and Expenses                        77,348             60,357               235,972           283,330
                                                   ---------          ---------             ---------         ---------
Income (Loss) before income taxes and               (193,741)          (122,376)             (461,257)         (407,213)
     minority interest

     Income Tax Benefit (Expenses)                    65,500             16,500               152,400           128,000
                                                   ---------          ---------             ---------         ---------
Income (Loss) before minority interest              (128,241)          (105,876)             (308,857)         (279,213)

     Minority Interest                                 5,230               (990)                7,921             1,622
                                                   ---------          ---------             ---------         ---------
     Net Income (Loss)                             $(123,011)         $(106,866)            $(300,936)        $(277,591)
                                                   =========          =========             =========         =========
Earnings Per Share - Basic and
Diluted:
     Net Income                                        (0.01)             (0.01)                (0.04)            (0.03)





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

                                                                           Nine Months Ended
                                                                             September 30
                                                                          2001          2000
Cash Flows from Operating Activities:
Net Income (Loss)                                                   $(300,936)        $(277,591)

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

     Depreciation and Amortization                                      2,852            2,760
     Loss on sale of marketable securities                                              16,903
     Stock Issued for Services                                         80,000
     Changes in assets and liabilities:                                     -                -
     (Increase) Decrease in Assets:                                         -                -
        Accounts Receivable - Other                                   (24,519)         287,061
        Deferred Tax Asset                                           (168,451)          64,928
        Income Tax Claim                                              528,035           38,407
        Other Current Assets                                           35,836           26,838
        Other Assets                                                   18,861          (53,237)
     Increase (Decrease) in Liabilities:
        Accounts Payable                                               21,370          (31,289)
        Accrued Expenses                                                3,343         (647,415)
        Deferred Income Tax Payable                                  (231,335)
        Minority Interest                                              (7,921)          (3,070)
                                                                     --------         --------
Net Cash provided from (used for) Operating Activities               $188,470        $(807,040)
                                                                     --------         --------
Cash Flows from Investing Activities:

     Proceeds from the sale of marketable securities                  $     -         $100,597
     Capital Expenditures                                             (99,547)               -
     Purchase of marketable securities                                      -         (102,500)
     Notes and Loans Receivable:
         Advances                                                           -           (8,663)
         Collections                                                   80,000          151,630
                                                                     --------         --------
Net Cash used for Investing Activities                               $(19,547)        $141,064
                                                                     --------         --------
Cash Flows from Financing Activities

     Proceeds from Loans                                                    -           51,496
     Payment of Short Term Debt                                       (52,905)               -
     Payment of Long Term Debt                                        (25,920)          (7,907)
                                                                     --------         --------
Net Cash (used for) provided by Financing Activities                 $(78,825)         $43,589
                                                                     --------         --------
Net Increase (Decrease) in Cash                                        90,098         (622,387)

Cash Balance, Begin of Year                                           174,559          963,895
                                                                     --------         --------
Cash Balance, End of Year                                            $264,657         $341,508
                                                                     ========         ========


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
September 30, 2001 and the consolidated statement of operation for the three
and nine months ended September 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 September 30, 2001, and the results of their operations for the
three and nine months ended September 30, 2001 and 2000, and their cash flows
for the three and nine months ended September 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 September 30, 2001, the Company classified its investment portfolio
as available for sale and held to maturity.  Securities available for sale are
carried at fair market 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 pending subject to zoning and
permits from the City of Georgetown. 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 September 30, 2001.

NOTE 3 - S-8 FILING

In September 2001, the Company filed an S-8 offering to register 250,000
shares of its common stock. The stock was issued to its President, Robert
Buffkin, as salary of 1998, 1999, and 2000. The stock was valued at $80,000.






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

           Three and Nine Months Ended September 30, 2001 compared to 2000.
l   RESULTS OF OPERATIONS:
                     a.  REVENUES

The Company's revenues for the three months ended September 30, 2001 were
$1,827,912 as compared to $1,823,294 for the three months ended September 30,
2000. The increase was due primarily to increased racetrack attendance and the
improvement of simulcast betting facilities.

For the nine months ended September 30, 2001, revenues were $4,978,636
compared to $4,703,102 for the nine months ended September 30, 2000. The
increase was due to increased attendance and wagering.

Interest income for the three months ended September 30, 2001 was $77,348 as
compared to $60,357 for the three months ended September 30, 2000.

For the nine months ended September 30, 2001, other income and expenses were
$235,972 compared to $283,330 for the nine months ended September 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.

                   b.  EXPENSES

(1) Racetrack expenses for the three months ended September 30, 2001 were
$1,869,377 compared to $1,778,294 for the three months ended September 30,
2000. The increase was due to increased racetrack activity.

For the nine months ended September 30, 2001, racetrack expenses were
$5,041,436 compared to $4,568,102 for the nine months ended September 30,
2000.

(2) GENERAL AND ADMINISTRATIVE
       Expense for the quarter ended September 30, 2001 was $188,516 compared
to $175,874 for the September 30, 2000 quarter. The increase was due to stock
being issued to the Company's President in exchange for salary.

For the nine months ended September 30, 2001, expenses were $513,229 compared
to $694,836 for the nine months ended September 30, 2000.

(3) INTEREST
Interest expense for the quarter ended September 30, 2001 was $40,096 compared
to $50,899 for the September 30, 2000 quarter. The decrease was due to a
decrease of debt.

For the nine months ended September 30, 2001, interest was $118,348 compared
to $127,887 for the nine months ended September 30, 2000.


8

(4) INCOME TAX
For the quarter ended September 30, 2001 the Company recorded income tax
benefit of $65,500 compared to $16,500 for the three months ended September
30, 2000. The increase was due to the increase in net operating loss.

For the nine months ended September 30, 2001, the income tax benefit was
$152,400 compared to $128,000 for the nine months ended September 30, 2000.

               c.   NET LOSS

The Company had a net loss of $123,011 for the quarter ended September 30,
2001 compared to a net loss of $106,866 for the quarter ended September 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 September 30, 2001, the Company recorded a net loss
of $0.01 per share compared to a net loss of $0.01 per share for the September
30, 2000 quarter.

l   LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended September 30, 2001, the Company was provided
$188,470 from operating activities compared to using $807,040 for the nine
months ended September 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 nine months ended September 30,
2001, was $19,547 compared to cash used of $141,064 for the nine months ended
September 30, 2000. The decrease was due to net proceeds from the sale and
purchase of Marketable Securities and collections of Notes Receivable.

For the nine months ended September 30, 2001, cash used in financing
activities was $78,825 compared to cash provided from $43,589 for the nine
months ended September 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 September 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.

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)




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