`SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2001

COMMISSION FILE NO. 0-27160

CALL NOW, INC.

(Exact name of small business issuer in its charter)

        NEVADA                                         65-0337175
(State of Incorporation)                     (IRS Employer Identification No.)

1 Retama Parkway                                      78154
Selma, TX                                            (zip code)
(Address of principal executive offices)



Issuer's Telephone No. (210) 651-7145

Securities registered pursuant to Section 12(b) of the Act:
NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK

Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or 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 [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

State issuer's revenues for twelve months ended December 31, 2001:
$6,276,160.

The aggregate market value of the voting stock held by non-affiliates of the
Registrant based upon the average bid and asked prices of such stock, at March
31, 2002 was $2,517,328.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 8,680,444 shares of common
stock, as of April 2, 2001.

Documents Incorporated by Reference:
NONE

Transitional Small Business Disclosure Format: NO




PART I

ITEM 1. DESCRIPTION OF BUSINESS.

HISTORY AND DEVELOPMENTS DURING THE LAST THREE YEARS

Call Now, Inc. (the Company) was organized under the laws of the State of
Florida on September 24, 1990 under the name Rad San, Inc. It changed its name
to Phone One International, Inc. in January 1994 and to Call Now, Inc. in
December 1994. We changed our domicile to the state of Nevada in 1999.

Our primary operations are the management of Retama Park Racetrack in Selma,
Texas, through our 80% owned subsidiary. Under the Management Agreement, we
are reimbursed for the expenses of operating the track from revenues generated
at the track.

On July 15, 1996, Andice Development Co. (a former wholly-owned subsidiary of
Call Now, Inc.) acquired 118 acres of development property in Williamson
County, Texas for a purchase price of $2,363,060. Under the terms of the
purchase, we paid $589,310 and executed a seven year, 9% note in the amount of
$1,770,000. On November 15, 2001, we approved an agreement to sell the land in
Georgetown, Texas and related balance of the mortgage to the former President
of the Company as part of his resignation agreement. The agreement calls for
him to purchase Andice Development Corporation, which owned the land, for a
note in the amount of $448,351. This sale removes the land and mortgage
payable from the our books. The note is secured by an irrevocable assignment
of the right to receive one-half (1/2) of the proceeds payable by Retama
Development Corp. under that certain Funding Agreement dated March 1, 1997 and
250,000 shares of common stock of Call Now Inc. owned by the former
President.

In August 1996 we decided to exit the long distance telephone business due to
the competitive environment and its inability to develop its business to the
point of profitability. The business was sold to Alan Niederhoffer, formerly
our Vice President and President of our ARN subsidiary for 100,000 shares of
our common stock owned by Niederhoffer and assumption of substantially all of
the liabilities of ARN.

On September 29, 1996 we acquired $52,274,000 of $54,040,000, 8.75%, term
bonds of the Retama Development Corporation Special Facilities Revenue Bonds,
Series 1993 for a purchase price of $10,300,000. The bonds are secured by a
first mortgage on the Retama Park Horse Racing facility. In a simultaneous
closing, we sold 50% of the bonds to a broker/dealer for a down payment of
$1,740,000 and future payments of $1,950,000. The broker/dealer also agreed to
pay $7,600 for stock purchase options granting the right to acquire 760,000
shares of Call Now, Inc. common stock at a purchase price of $2.60 per share.

In November 1996 we purchased from Retama Partners, Ltd. the principal amount
of $39,275,000 of a Retama Development Corporation Series A note and $500,000
of a Retama Development Corporation Series 1993B note. We issued 385,700
shares of our common stock in exchange for such notes. These notes were
secured by a second lien on the Retama Park Racetrack facilities, including
real and personal property.

On March 26, 1997, the Company participated in the defeasance of the RDC bonds
and notes held by it, and received cash in the amount of $3,853,086,
$3,640,000 7% Series 1997 A Bonds and $45,200,000, 8% Series 1997 B Bonds as
part of the defeasance.

The 1997 bonds were valued by an independent third party at the same value as
the carrying value of the 1993 bonds.

On April 7, 1997, the Company acquired the balance of the RDC bonds in
exchange for 60,000 shares of the Company's common stock, 15,000 shares of
Compressent Corporation (Compressent) common stock, and $2,150,000 in cash.
The cost of the remaining bonds purchased by the Company, including
acquisition costs, was $3,187,728. At December 31, 1997 the Company's total
holdings of RDC bonds were: (a) 1997 Series A 7% bonds- $7,000,000 and (b)
1997 Series B 8% bonds- $86,925,000.

Effective September 1, 2001, the management contract was extended to November
1, 2010. The management fee was increased to $20,000 per month beginning
January 1, 2002 and the variable fee was changed to .3% of total handle of the
racetrack in excess of $100,000,000, provided that the variable fee for any
year shall not exceed 25% of total management fees.

In May 1999, we entered into an agreement with two unaffiliated trusts, Global
Trust and Hemisphere Trust, under which we exchanged $43,462,500 of the Series
B RDC Bonds for $2,000,000 of Series A RDC Bonds and the payment of the
Compressent debt assumed by the Company. After the next conversion date of
Series B Bonds into Series A Bonds, the parties will adjust their ownership of
the Bonds so that the Company owns 50% of the total Class A and B Bonds and
Global and Hemisphere own 25% each of such Bonds. Global and Hemisphere also
agreed to contribute up to $300,000 of the cost to repair the infield lake at
the Retama Park Racetrack which we have agreed to repair and one-half of the
annual salary and bonus of the chief executive officer of the track, currently
Bryan Brown, a director of the Company. A copy of the Agreement with Global
and Hemisphere is filed as an exhibit herein.




EMPLOYEES

The Company has about 210 full-time employees, including 4 executive
employees. This includes the employees of Retama Entertainment Group, Inc.

ITEM 2. DESCRIPTION OF PROPERTY

We now have offices at Retama Park in space provided by Retama Development
Corporation on a month-to-month basis

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's Common Stock trades on the over-the-counter market under the
symbol CNOW.OB. The following sets forth the range of high and low bid
quotations for the periods indicated as reported by National Quotation Bureau,
Inc. Such quotations reflect prices between dealers, without retail mark-up,
markdown or commission and may not represent actual transactions.

                                                      HIGH BID         LOW
BIDMarch 31, 2000...........................          $  1.12     $     1.03
June 30, 2000............................                1.00           1.00
September 30, 2000.......................                 .59            .59
December 31, 2000........................                 .31            .28
March 31, 2001...........................                 .45            .25
June 30, 2001............................                 .40            .27
September 30, 2001.......................                 .40            .27
December 31, 2001........................                 .49            .28


The Company has not established a policy of payment of regular dividends on
its common stock. There are no restrictions on the payment of dividends. As of
April 2, 2002 there were approximately 368 registered holders of record of the
Company's common stock.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

YEAR ENDED DECEMBER 31, 2001 COMPARED TO 2000

Results of Operations
a. Revenues and Other Income

The Company's revenue for the year ended December 31, 2001 was $6,276,160
compared to $6,218,399 for the year ended December 31, 2000. The increase in
income for the current year is primarily attributable to the operations of
Retama Park Racetrack. Interest income for the year ended December 31, 2001
was $233,015 compared to $270,387 for the year ended December 31, 2000. The
decrease was due primarily to additional investment of cash received from the
income tax refund in 2000.

b. Expenses

Cost and Other Expenses of Revenues

Expense for the year ended December 31, 2001 was $7,266,445 compared to
$7,108,403 for the year ended December 31, 2000. The net increase was due
primarily to shares of common stock granted to the former President in
September of 2001 valued at $100,000.

Income Tax

The income tax benefit for 2001 was $344,533 compared to $134,043 in 1999. The
increase is due to an increase of the net operating loss to $932,934 from
$666,053 in 2000.

Liquidity and Capital Resources:

During the year ended December 31, 2001, the Company's operating activities
used cash of $708,271 compared to $1,016,414 used for the year ended December
31, 2000.

We have investments in Retama Development Corporation Bonds. The fair market
value of the securities at December 31, 2000 was $5,113,150. The Series A
bonds will generate $139,300 in interest income.

We applied for and received a $566,442 income tax refund in 2001.

Barron Chase executed a note payable to the Company in the amount of $750,000
bearing interest at 12% per annum. The note paid the Company $7,500.00 per
month which the Company utilized as working capital. Such arrangement
terminated on August 15, 2000.. In 2000 and 2001, the Company received
$200,000 in cash and stock in an unrelated company valued at $306,300 to bring
the balance of the note to $243,700. The Company  has worked out an agreement
with the individual to allow him a year to pay the note and he has pledged in
escrow 398,000 shares of the Call Now Inc. common stock.

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.

ITEM 7. FINANCIAL STATEMENTS.
Index to Consolidated Financial Statements

Report of Independent Certified Public Accountants

Consolidated Financial Statements:

Consolidated Balance Sheet, December 31, 2001

Consolidated Statements of Operations, years ended December 31, 2001 and 2000

Consolidated Statements of Changes in Stockholders' Equity, years ended
December 31, 2001 and 2000

Consolidated Statements of Cash Flows, years ended December 31, 2001 and 2000

Notes to Consolidated Financial Statements




CALL NOW, INC.

Audited Financial Statements

December 31, 2001



















Clyde Bailey, P.C.
Certified Public Accountant
10924 Vance Jackson #404
San Antonio, Texas 78230

CLYDE BAILEY P.C.
______________________________________________________________________________
Certified Public Accountant
10924 Vance Jackson  #404
San Antonio, Texas 78230
(210) 699-1287(ofc.)
(888) 699-1287  ̈ (210) 691-2911 (fax)

Member:
American Institute of CPA's
Texas Society of CPA's

To the Board of Directors and Shareholders
Call Now, Inc.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANT

We have audited the accompanying consolidated balance sheet of Call Now, Inc.
and subsidiaries (Company) as of December 31, 2001 and the related
consolidated statements of operations, changes in stockholders' equity, and
cash flows for the years ended December 31, 2001 and 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion. in Note 15 in the notes to financial
statements.

In our opinion, the financial statements referred to above present fairly, in
all material reflects the consolidated financial position of the Company and
subsidiaries as of December 31, 2001, and the consolidated results of their
operations and their cash flows for the years ended December 31, 2001 and 2000
in conformity with accounting principles generally accepted in the United
States.



Clyde Bailey
Certified Public Accountant


March 24, 2002





CALL NOW, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
As of  December 31, 2001



A S S E T S


Current Assets
Cash And Cash Equivalents                               $67,441
Accounts Receivable                                      47,500
Accounts Receivable - Other                             155,526
Marketable Securities, At Market Value                5,347,450
Note Receivable                                         743,700
Other                                                    16,630
                                                      ---------
     Total Current Assets                            $6,378,247

Furniture And Equipment
     (Less Accumulated Depreciation of $33,470)           3,431


Long-Term Notes and Loan Receivables                    701,370


Other                                                   479,476
                                                      ---------
     Total Assets                                    $7,562,524
                                                      =========






CALL NOW, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
As of  December 31, 2001



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                                        $50,093
Deferred Tax Payable - Bonds                            389,957
Accrued Expenses                                         85,523
                                                      ---------
     Total Current Liabilities                          525,573

     Total Liabilities                                  525,573
                                                      ---------
Commitment and Contingencies                                  -

Minority Interest in Consolidated Subsidiary             (4,511)
                                                      ---------
Stockholders' Equity
Preferred stock, .001 par value                               -
     authorized 800,000 shares
     none outstanding
Common Stock, .001 par value                              8,680
     authorized 50,000,000,
     8,680,444 shares issued
     and 8,340,444 shares outstanding
Additional Paid-In-Capital                            5,974,261
Retained Earnings                                       (44,229)
Accumlulated other comprehensive income               1,308,800
Treasury stock, at cost                                (206,050)
                                                      ---------
     Total Stockholders' Equity                       7,041,462
                                                      ---------
     Total Liabilities and Stockholders' Equity      $7,562,524
                                                      =========







CALL NOW, INC. AND SUBSIDIARIES
Consolidated Statements of Operations


                                                   Years Ended December 31
                                                       2001          2000
Income
Race Track Operating Income                       $6,096,160         $6,038,399
Management Fees                                      180,000            180,000
                                                   ---------          ---------
     Total Income                                  6,276,160          6,218,399
                                                   ---------          ---------
Costs  and Expenses
Salaries and Wages                                 5,189,738          5,251,498
Payroll Taxes and Benefits                         1,119,222          1,038,542
Legal & Professional                                 283,499            317,866
Consulting Fees                                      186,943             16,586
General and Administrative                           354,634            311,587
Interest                                             129,557            168,624
Depreciation and Amortization                          2,852              3,700
                                                   ---------          ---------
     Total Cost and Expenses                       7,266,445          7,108,403
                                                   ---------          ---------
(Loss) from continuing operations before            (990,285)          (890,004)
    other income and expenses, income taxes, and
    minority interest

     Other Income and Expenses                        57,351            223,951
                                                   ---------          ---------
(Loss) before income taxes and                      (932,934)          (666,053)
     minority interest

     Income Tax Benefit                              344,533            134,043
                                                   ---------          ---------
(Loss) before minority interest                     (588,401)          (532,010)

     Minority Interest                                18,234                356
                                                   ---------          ---------

     Net (Loss)                                    $(570,167)         $(531,654)
                                                    ========           ========
Earnings Per Share - Basic and Diluted:
     Net (Loss)                                        (0.07)             (0.06)






CALL NOW, INC. AND SUBSIDIARIES
   Consolidated Statements of Cash Flows


                                                   Years Ended December 31
                                                       2001          2000

Cash Flows from Operating Activities:
Net (Loss)                                         $(570,167)         $(531,654)

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

     Depreciation and Amortization                     2,852              3,700
     Income Tax Refund Claim                          38,407             38,407
     Stock Issued for Services                       100,000                  -
     Changes in assets and liabilities:
     (Increase) Decrease in Assets:
        Accounts Receivable                          (17,500)            15,000
        Accounts Receivable - Other                  (52,412)           268,311
        Deferred Tax Asset                          (251,522)          (186,513)
        Note Receivable                             (450,000)
        Other Current Assets                          26,469             55,081
        Other Assets                                (122,998)            (8,227)
     Increase (Decrease) in Liabilities:
        Accounts Payable                              13,154              2,223
        Accrued Expenses                                   -           (503,646)
        Accrued Expenses-Other                        (2,374)          (168,740)
        Deferred Tax Liability                       596,055                  -
        Minority Interest                            (18,234)              (356)
                                                   ---------          ---------
     Total Adjustments                              (138,103)          (484,760)
                                                   ---------          ---------
Net Cash (used for) Operating Activities            (708,271)        (1,016,414)
                                                   ---------          ---------


CALL NOW, INC. AND SUBSIDIARIES
   Consolidated Statements of Cash Flows


                                                   Years Ended December 31
                                                       2001              2000
                                                   ---------          ---------
Cash Flows from Investing Activities:

     Sale of Capital Assets                        2,369,075                  -
     Capital Expenditures                             (3,703)                 -
     Purchase of marketable securities                     -           (306,300)
     Notes and Loans Receivable:
         Advances                                          -                  -
         Cancellations                                     -            339,916
         Collections                                       -            456,300
     Proceeds from bond redemption                    10,000             15,000
                                                   ---------          ---------
Net Cash provided by Investing Activities          2,375,372            504,916
                                                   ---------          ---------
Cash Flows from Financing Activities

     Payment of Short-term debt                            -                  -
     Cancellation of Common Stock                          -           (322,837)
     Note Payable                                    (52,905)            52,905
     Payment of Long Term Debt                    (1,721,314)            (7,907)
                                                   ---------          ---------
Net Cash provided by (used for) Financing
 Activities                                       (1,774,219)          (277,839)
                                                   ---------          ---------
Net Increase in Cash                                (107,118)          (789,337)

Cash Balance, Beginning of Year                      174,559            963,896
                                                   ---------          ---------
Cash Balance, End of Year                            $67,441           $174,559
                                                   =========          =========
Supplemental cashflow information:
     Cash Paid for interest                         $129,557           $168,624
     Cash Paid for income taxes                           $-                 $-







CALL NOW, INC. AND
SUBSIDIARIES

Consolidated Statements of Changes in Stockholders'
Equity

Years Ended December 31, 2001 and 2000


                                                                                                                      Accumulated
                                                                                                    Subscription      Other
                               Common Stock            Additional             Treasury Stock      Notes Receivable    Comprehensive  Retained
                               Shares      Amount      Paid-In-Calital      Shares      Amount    Shares     Amount   Income (Loss)  Earnings     Total
                               ---------     -------      ----------      -------    --------   --------  --------    --------       ---------    ---------
Balance December 31, 1999      8,585,444       8,585       6,197,193       90,000    (206,050)   115,000  (230,000)    832,318       1,057,592    7,659,638

Comprehensive
(Loss):

     Net (Loss)                                                                                                                       (531,654)    (531,654)
     Unrealized (Loss) on
      securities                                                                                                       (43,224)                     (43,224)

     Total Comprehensive (Loss)                                                                                                                    (574,878)
      Stock Cancelled           (155,000)       (155)      (322,682)                            (115,000)  230,000                                  (92,837)
                               ---------     -------      ----------      -------    --------   --------  --------    --------       ---------    ---------
Balance, December 31, 2000     8,430,444      $8,430       5,874,511       90,000   $(206,050)         -      $  -    $789,094        $525,938   $6,991,923

     Stock Issued for Services   250,000         250          99,750                                                                                100,000

Comprehensive
(Loss):

     Net (Loss)                                                                                                                       (570,167)    (570,167)
     Unrealized Gain on
      securities                                                                                                       519,706                      519,706

     Total Comprehensive Income
      (Loss)                                                                                                                                        (50,461)


Balance, December 31, 2001     8,680,444      $8,680       5,974,261       90,000   $(206,050)         -      $  -   1,308,800         (44,229)   7,041,462
                               =========     =======      ==========      =======    ========   ========  ========    ========       =========    =========










1
Call Now, Inc.
And Subsidiaries
Notes to Financial Statements


NOTE1- SUMMARY OF ACCOUNTING POLICIES

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 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, 1999, 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.

Income Taxes
The Company accounts for income taxes pursuant to the provisions of the
Financial Accounting Standards Board Statement No.  109, "Accounting for Income
Taxes", which requires an asset and liability approach to calculating deferred
income taxes.  The asset and liability approach requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences
of temporary differences between the carrying amounts and the tax basis of
assets and liabilities.






8
Call Now, Inc.
And Subsidiaries
Notes to Financial Statements

NOTE 1- SUMMARY OF ACCOUNTING POLICIES (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.

Uninsured Cash Balances
The Company maintains its cash balances at several financial institutions.
Accounts at the institutions are secured by the Federal Deposit Insurance
Corporation up to $100,000.  Periodically, balances may exceed this amount.
At December 31, 2001, the Company did not have any accounts with uninsured
balances.

Concentration of Credit Risk / Economic Dependency
The Company's current business involves a venture, which is interest rate
sensitive.  First is ownership of tax-exempt bonds partially collateralized by
a first mortgage on the Retama Park Horse Racing Facility in Selma, Texas.
The ventures is dependent on continued low interest rates and economic
prosperity in the Austin and San Antonio metropolitan areas.

Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure on
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Fair Value of Financial Instruments
The carrying value of financial instruments including marketable securities,
notes and loans receivables, accounts payable and notes payable approximate
their fair values at December 31, 2001.

Long-Lived Assets
Statement of Financial Accounting Standards No. 121 "Accounting for Impairment
of Long-Lived Assets to be Disposed of " requires, among other things,
impairment loss of assets to be held and gains or losses from assets that are
expected to be disposed of be included as a component of income from
continuing operations before taxes on income. The Company has not identified
any such impairment losses to date.





9
Call Now, Inc.
And Subsidiaries
Notes to Financial Statements

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (CONTINUATION)

Stock Based Compensation
Statement of Financial Accounting Standards No. 123, "Accounting for Stock
Based Compensation" established a fair value method for accounting for
stock-based compensation plans either through recognition or disclosure.  The
Company did not adopt the fair value based method but instead discloses the
effects of the calculation required by the statement.

Comprehensive Income
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances.  Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners.  Among other disclosures,
SFAS No.130 requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income be reported
in a financial statement that is displayed with the same prominence as other
financial statements.

Segments of an Enterprise and Related Information
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information
about operating segments in annual financial statements and requires reporting
of selected information about operating segments in interim financial
statements issued to the public.  It also establishes standards for
disclosures regarding products and services, geographic areas and major
customers.  SFAS 131 defines operating segments as components of a company
about which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to allocate
resources and in assessing performance.

Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Investments
and Hedging Activities" ("SFAS No 133") which establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair value.
The statement also requires that changes in the derivative's fair value be
recognized in earnings unless specific hedge accounting criteria are met. SFAS
No. 133, as extended by SFAS No. 137 and amended by SFAS No. 138, is effective
for all fiscal quarters beginning after June 15, 2001.  The Company does not
expect adoption of SFAS No. 133 to have an effect on its financial statements.

In December 1999, the Securities and Exchange Commission issues Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
(SAB 101, which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements of all public registrants. The
provisions of SAB 101 are effective for transactions beginning in fiscal year
after September 30, 2001. The Company does not expect adoption of SAB 101 to
have an effect on its financial statements.


10
Call Now, Inc.
And Subsidiaries
Notes to Financial Statements

NOTE 1- SUMMARY OF ACCOUNTING POLICIES (CONTINUATION)

Reclassification
Certain reclassifications have been made to the prior year's financial
statements in order to conform to the current presentation.

NOTE 2- MARKETABLE SECURITIES
The carrying amounts of marketable securities as shown in the accompanying
balance sheet and their approximate market values at December 31, 2001 are as
follows:

                                            Gross           Gross
                                            Unrealized      Unrealized          Market
Available for sale:           Cost          Gains           Losses              Value

Municipal bonds and notes

Corporate                $  3,052,464     $ 2,060,686     $         -       $   5,113,150
Securities                    321,885               -          87,585             234,300
                    -----------------     -----------     -----------------   -----------
                         $  3,374,349     $ 2,060,686     $    87,585       $   5,347,450

Unrealized gains on securities available for sale at December 31, 2001 are
shown net of income taxes as a component of stockholders' equity.

NOTE 3 - INCOME TAX REFUND CLAIM
For federal income tax purposes the Company had an operating loss of
$3,537,625 and a capital loss carry-back in the amount of $1,967,504 in 1998.
As a result, the Company filed a Federal income tax refund claim in the amount
of $1,871,787. The claim was received in June 1999. The Company filed another
claim for refund to carry back the net operating loss from 1999 and 1998 to
1996 and 1997 in the amount of $528,035. This refund was received in June 2001.

NOTE 4 - INVESTMENT IN BONDS AND BOND DEFEASANCE TRANSACTION
On September 20, 1996, the Company acquired $52,274,000, 8.75% term bonds of
Retama Development Corporation ("RDC") Special Facilities Revenue Bonds,
Series 1993 for a purchase price of $10,300,000.  The bonds were secured by a
first mortgage on the Retama Park Horse Racing facility.

In November 1996, the Company purchased $39,275,000 principal amount of Retama
Development Corporation Series 1993A notes and $500,000 of Retama Development
Corporation Series 1993B notes for 385,700 shares of the Company's common
stock valued at $337,488.  The notes were secured by a lien on the Retama Park
Horse Racing facilities, including real and personal property.

Simultaneously, the Company sold 50% of the bonds and notes to a broker/dealer
for an initial payment of $1,704,000 and future payments of $1,950.000 to be
paid prior to December 16, 1996.

On March 26, 1997, the Company participated in the defeasance of the RDC bonds
and notes held by it, and received cash in the amount of $3,853,086,
$3,640,000 7% Series 1997 A Bonds and $45,200,000, 8% Series 1997 B Bonds as
part of the defeasance. The 1997 bonds were valued by an independent third
party at the same value as the carrying value of the 1993 bonds.



11
Call Now, Inc.
And Subsidiaries
Notes to Financial Statements


NOTE 4 - INVESTMENT IN BONDS  AND BOND DEFEASANCE TRANSACTION  (CONTINUATION)

On April 7, 1997, the Company acquired the balance of the RDC bonds in
exchange for 760,000 shares of the Company's common stock, 15,000 shares of
Compressent Corporation ("Compressent") common stock, and $2,150,000 in cash.
The cost of the remaining bonds purchased by the Company, including
acquisition costs, was $3,187,728.  At December 31, 1997 the Company's total
holdings of RDC bonds were: (a) 1997 Series A 7% bonds-$7,000,000 and (b) 1997
Series B 8% bonds-$86,925,000.

Under the terms of the bond defeasance, after giving effect to the purchase of
the additional bonds referred to in the preceding paragraph, the Company had a
gain of $3,853,086.  However, the Company was obligated to lend to RDC, to
fund any operating deficit (as defined) of RDC, up to $2,150,000 for a
two-year period expiring March 1999, of which $853,000 had been advanced and
$120,000 was repaid at December 31, 1999.

NOTE 5 - NOTES AND LOANS RECEIVABLE

Notes and loans receivable at December 31, 2001 comprise the following:

On August 15, 1998, the Company executed a note with a broker-dealer in the
amount of $750,000. The note bears an interest rate of 12% per annum, payable
monthly and matures August 15, 2001. The note is an approved transaction
through the National Association of Securities Dealers. The Company has
advised the broker-dealer that it will not renew this Agreement.  In 2000 and
2001, the Company received $200,000 in cash and stock in an unrelated company
valued at $306,300 to bring the balance of the note to $243,700. The Company
and has worked out an agreement with the individual to allow him a year to pay
the note and he has pledged in escrow 398,000 shares of the Call Now Inc.
common stock.

NOTE 6 - LAND AND MORTGAGE PAYABLE

On November 15, 2001, the Company approved an agreement to sell the land in
Georgetown, Texas and related balance of the mortgage to the former President
of the Company as part of his resignation agreement. The agreement calls for
him to purchase Andice Development Corporation, which owned the land, for a note
 in the amount of $448,351. This sale removes the land and mortgage payable
from the Company's books. The note is secured by an irrevocable assignment of
the right to receive one-half (1/2) of the proceeds payable by Retama
Development Corp. under that certain Funding Agreement dated March 1, 1997 and
250,000 shares of common stock of Call Now Inc. owned by the former President.

NOTE 7 - STOCKHOLDERS' EQUITY
The Company has authorized 800,000 shares of $.001 par value preferred stock.
Of the 800,000 shares, 300,000 are designated Class A convertible redeemable
preferred stock (Class A), 200,000 are designated Class B convertible
redeemable preferred stock (Class B), and 300,000 are designated as Class C
convertible redeemable preferred stock (Class C).

The Class A preferred stock is non-voting, redeemable at the option of the
Company at a price of $5 per share plus accrued but unpaid dividends, and
convertible into five shares of common stock at the option of the holder.  The
Class A preferred stockholders are entitled to receive an annual dividend of
$.30 per share. Of the 300,000 designated shares, none were outstanding at
December 31, 2001.



12

Call Now, Inc.
And Subsidiaries
Notes to Financial Statements

NOTE 7 - STOCKHOLDERS' EQUITY (CONTINUATION)

The Class C preferred stock is non-voting, redeemable at the option of the
Company at a price of $3.00 per share plus one share of common stock and
convertible into one share at the option of the holder.  Of the 300,000
designated shares, none were outstanding at December 31, 2001.

In a prior year, the Company entered into "Consultant's Stock Purchase and
Sale Agreements" (stock subscription notes receivable) with several
individuals.  In exchange for providing certain advisory and/or consulting
services, the individuals were entitled to purchase 710,000 shares of the
Company's common stock at $.80 per share. The purchase price was payable in
five years, with interest at prime plus 1% per annum.  All of any compensation
due by any of the individuals was credited to the purchase price of the stock.

During 1997, the Company authorized three of its officers and employees to
exercise options aggregating 110,000 in exchange for notes totaling $230,000.
As of December 31, 2001, the Company agreed to cancel the notes along with the
common stock that was held as security for the notes, and to reverse the
accrued interest receivable on the subscription notes receivable in the amount
of $18,400 to interest income and $45,584 to other income.

Also during 1997, the Company advanced to an officer a note in the amount of
$92,837 to purchase 45,000 shares of common stock that was held as security
for the note. As of December 31, 2001, the Company agreed to cancel the note
receivable and reverse the accrued interest in the amount of $9,441 to
interest income and $24,111 to other income.

NOTE 8 - STOCK BASED COMPENSATION

At December 31, 2001, the Company has non-plan options, which are described
below.  The Company applies APB Opinion 25; Accounting for stock issued to
employees, and related interpretations in accounting for the options.  Under
APB Opinion 25, because the exercise price of the Company's employee stock
options equals or exceeds the market price of the underlying stock on the date
of grant, no compensation cost is recognized.

On April 25, 1997, the Company granted a stock bonus of 14,544 shares of its
common stock to its corporate counsel, chief financial officer and
controller.  In addition, on the same date, the Company granted options to
purchase 530,000 shares of the Company's common stock to its president, chief
executive officer and two members of the Company's board of directors.  The
options are exercisable at prices ranging from $2.34 - $4 per share and expire
five years from the date of grant.

In March of 1999 the Company granted options to its directors to purchase
400,000 shares at the average bid/ask price plus 10%. The options will expire
in five years.

In December of 1999 the Company granted options to its directors and certain
employees to purchase 1,020,000 shares at an option price of $1.04 per share.
The options will expire in five years.




13

Call Now, Inc.
And Subsidiaries
Notes to Financial Statements

NOTE 8 - STOCK BASED COMPENSATION (CONTINUATION)

In November of 2000, the Company granted options to its directors and certain
employees to purchase 1,020,000 shares at an option price of $.375 per share.
The options have a five-year term. In November of 2001, the Company granted
100,000 option shares to Thomas R Johnson at an exercise price of $.53 per
share.

FASB Statement 123, Accounting for Stock-Based Compensation, requires the
Company to provide pro forma information regarding net income per share as if
compensation cost for the Company's options had been determined in accordance
with the fair value based method prescribed in FASB Statement 123.  Under SFAS
123, the value of each option granted during 2001 and 1999 was estimated on
the date of grant using the Black Scholes model with the following
assumptions: Risk-free interest rate - 6.5%, dividend yield - 0%, volatility -
19.3% and expected life of the option - 5 years.

Under the accounting provisions of FASB Statement 123, the Company's net
income and earnings per share would have been reduced to the pro forma amount
indicated below:

                                    2000                         2001
     Net Income
     As reported          (   $  531,654 )               (   $  570,167  )
     Pro forma            (  $   606,052 )               (   $  624,792  )

Earnings per share
     As reported                   ( .06 )                         ( .07 )
     Pro forma                     ( .07 )                         ( .08 )

A summary of the status of the Company's non-plan options as of December 31,
2001 and 1999, and changes during the years ended on those dates is presented
below:


                              December 31, 2000                                    December 31, 2001


                              Shares          Weighted Average               Shares          Weighted Average
                                              Exercise Price                                 Exercise Price
Outstanding at
   Beginning of year          1,960,000          $ 2.26                    2,980,000           $ 1.49
Granted                       1,020,000            0.37                      100,000               -0-
Exercised                             -               -                            -                -
Forfeited                             -               -                            -

Outstanding at
   the end of year            2,980,000          $ 1.49                    3,080,000           $ 1.49

Options exercisable
   at year end                2,980,000          $ 1.49                    3,080,000           $ 1.49




14

Call Now, Inc.
And Subsidiaries
Notes to Financial Statements

NOTE 9 - INCOME TAXES

The components of the provision for income tax benefits are as follows:

                       Year Ended December 31,
                           2000                     2001

     Current:
Federal          (  $    134,043  )           (  $  344,533  )
State                         -0-                        -0-
               ---------------------          --------------------
                 (  $    134,043  )           (  $  344,533  )


Such income tax benefits are included in the accompanying consolidated
financial statements as follows:

                                       Year Ended December 31,
                                          2001                     2000


Income from operations          (  $   134,043  )          (  $  344,533  )
     Extraordinary Items                    -0-                       -0-
                              ---------------------      --------------------
                                (  $   134,043  )          (  $  344,533  )

The above provision has been calculated based on Federal  and State statutory
rates in the adjusted rates of 34% for Federal and 4.5% for State tax rates.

The net operating loss for 1999 was carried back to 1996 and 1997 and the
unused portion will be carried forward along the net operating loss from 2001.
The net operating loss will expire in 2019 and 2020.


NOTE 10 - RELATED PARTY TRANSACTIONS

Consulting fees aggregating approximately $46,000 were incurred to a certain
shareholder and director of the Company in 2001 and 1999.

In December of 1999, the Board of Directors approved a resolution to settle
the Company's President's salary of $240,000 per year by agreeing to pay the
salary for 1998 in February 2001, settle the 1999 salary for an investment
valued at $60,000 (as Consultant's Fees), and to pay $1 for his salary in
2001.









15

Call Now, Inc.
And Subsidiaries
Notes to Financial Statements

NOTE 11 - MANAGEMENT AGREEMENT

On October 27, 1997 the RDC'S Board Of Directors approved a management
contract granting Retama Entertainment Group, Inc., an 80% owned subsidiary of
the Company, the right to manage the operations of the Facility commencing on
January 1, 1998.  The five-year agreement provides Retama Entertainment Group,
Inc., with a monthly management fee of $15,000 plus a variable fee equal to
25% of profits in excess of $1,000,000 annually. Operations of this subsidiary
began January 1, 1998.

Effective September 1, 2001, the management contract was extended to November
1, 2010. The management fee was increased to $20,000 per month beginning
January 1, 2002 and the variable fee was changed to .3% of total handle of the
racetrack in excess of $100,000,000, provided that the variable fee for any
year shall not exceed 25% of total management fees.


NOTE 12 - EARNINGS PER SHARE

The following reconciles the components of the earnings per share (EPS)
computation:

                                    ------- 2000 -------                                     ------- 2001 -------

Earnings Per           (Loss)               Shares          Per Share          (Loss)               Shares          Per Share
Common Share           (Numerator)          (Denominator)   Amount             (Numerator)          (Denominator)   Amount

Net Income          ( $   531,654)        8,340,444        ( $ .06 )          ( $ 570,167)        8,495,444          ( $.07)


Options to purchase 2,980,000 shares and 1,960,000 were outstanding at
December 31, 2001 and 1999 respectively were not included in the computation
of diluted EPS as they would be anti-dilutive.


NOTE 13 - OTHER INCOME AND EXPENSE ITEMS

The following items are shown on the consolidated statement of operations as
other income and expense items and are disclosed elsewhere in these notes:

                                                  2000                         2001

Interest Income                                  270,387                        233,015
Gain (Loss) on Sale of Assets                (    16,903 )                     (175,664)
Accrued Expense - Other                      (    29,533 )                           -0-

          Total                         $        223,951               $         57,351




16

Call Now, Inc.
And Subsidiaries
Notes to Financial Statements


NOTE 15 - OTHER EVENTS

On May 25, 1999 an agreement was signed between the Company and two trusts
known as the Global Trust and the Hemisphere Trust (Trusts) to sell 50% of the
Company's investment in the Retama Development Corporation Special Facilities
Revenue Bonds.

The agreement calls for the Company to exercise an option to purchase from ITG
Fund $6,950,000 in aggregate principal amount of Retama Development
Corporation (RDC) Series 1997A bonds for a total exercise price of $4,775,000.
The Agreement further provides for the Trusts to purchase these bonds from the
Company for a total price of $4,862,500 plus accrued interest on the Series A
bonds and to deliver to the Company $2,000,000 of the Series A bonds
plus the payment of the Compressent debt assumed by the Company, and the
Company will deliver to the Trusts $43,462,500 in the Series B bonds of RDC.

The Agreement further provides for the Trusts to assume 50% of the Company's
obligation to the RDC for the repairs to the lake (not to exceed a total of
$600,000), and to provide 50% of the Chief Executive Officer's compensation of
the track operations.

Change in Control
On November 19, 2001 William M. Allen and Robert C. Buffkin retired.  Mr.
Allen resigned as Chairman and CEO of the Company and Robert C. Buffkin
resigned as director and President of the Company.  Christopher J. Hall was
elected as a director and Thomas R. Johnson was elected as director, President
and Chief Executive Officer of Registrant.

On October 16, 2001, William M. Allen agreed to sell 3,076,700 shares of the
Company's common stock to Christopher J. Hall, which transaction will result
in Mr. Hall acquiring control of Company by virtue of his ownership of 68.4%
of the Company's outstanding common stock.  Prior to such transaction, control
of the Company was held by William M. Allen and his spouse.  Mr. Hall also
acquired from Mr. Allen the right to purchase up to 1,400,000 shares of the
Company's common stock pursuant to stock options granted to Mr. Allen.

William M. Allen agreed to vote his shares to cause the election of nominees
of Mr. Hall to the Board of Directors of the Company until March 30, 2002. Mr.
Hall paid Mr. Allen cash in the amount of $294,000, $4,200,000 of principal
amount of Retama Development Corp. Special Facilities Bonds for the Retama
Park Racetrack, Series 1997A and assignment of a contract right.

William M. Allen was engaged as a consultant to the Company pursuant to a
consulting agreement.  Robert C. Buffkin purchased the Company's Andice
Development Co. subsidiary and agreed to indemnify the Company against any
amounts due on the mortgage covering Andice Development Co.'s real estate
property.

NOTE 16 - SUBSEQUENT EVENTS

No other material subsequent events have occurred that warrants disclosure
since the balance sheet date.



17





ITEM 8.

None
PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The directors and executive officers of the Company are as follows:

      NAME                                                 AGE        POSITION
Thomas R Johnson......................................     34         Chief Operating Office and Director
Christopher J. Hall ...................................    44         Director
William M. Allen ......................................    75         Director
Bryan P Brown ........................................     40         Director


Thomas R. Johnson was elected as President, Chief Executive Officer and
Director in November 2001.  He has been actively involved with the RDC Bonds
for the last two years as an independent fixed-income bond trader and
analyst.  He has been actively involved in the financial restructuring of
several large-scale multi-family housing developments.  He also has been a
fixed-income bond analyst and broker for a municipal bond firm from 1989 to
1999.

Christopher J. Hall was the co-founder and co-owner of Howe Solomon and Hall,
Inc. from 1985-1998.  HSH was a SEC licensed securities firm founded on Wall
Street.  In 1998 Mr. Hall left to pursue entrepenueral efforts which include
Retama Entertainment Group and Call Now. He became a director in November
2001.

William M. Allen was President from June 1992 to 1997 and a director from June
1992 and Chairman from February 1997 until he resigned in November of 2001. He
has been managing partner of Black Chip Stables from 1982 to date and
President of Doric, Inc. from 1985 until its merger with the Company in 1994.
He has served as President of Kamm Corporation from 1985 to date. He was
Chairman and CEO of Academy Insurance Group from 1975 to 1984.

Bryan P. Brown has served as director since 1997. He was President from 1997
to December 1998. He was previously President of Riverwood, a master planned
golf course community in Port Charlotte, Florida. He served as Treasurer of
the Mariner Group, Inc. and Assistant Vice President of First Union National
Bank and First Republic Bank. He also serves as CEO of the Company's 80% owned
subsidiary, Retama Entertainment Group, Inc.



COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who beneficially own more than 10% of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and are
required to furnish copies to the Company. To the best of the Company's
knowledge, all reports required to be filed were timely filed in fiscal year
ended December 31, 2001.

ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

                                                          Other Annual
Name and Principal Position        Year     Salary        Bonus   Compensation
--------------------------        ------    -------       -------     --------
Thomas R Johnson                   2001     $  12,500*      -0-          -0-
Chief Executive Officer

William M. Allen..............     2001     $     -0-       -0-          -0-
(Former Chairman, CEO              2000     $       1       -0-          -0-
                                   1999     $  60,000       -0-          -0-
Bryan P. Brown................     2001     $ 150,000       -0-          -0-
CEO of Retama Entertainment ....   2000     $ 150,000    30,000          -0-
                                   1999     $ 150,000       -0-          -0-

* - Started November 15, 2001



There are no long term compensation or other compensation plans.

DIRECTOR COMPENSATION

Non-officer directors are entitled to a fee of $2,000 for attendance at
meetings of the Board of Directors, plus reimbursement for reasonable travel
expenses.

Consulting Agreement with William M. Allen - In connection with William M.
Allen's retirement as President and Chief Executive Officer in November 2001,
the Company entered into a 3 year consulting agreement providing for the
services of Mr. Allen to promote the interests of the Company in connection
with thoroughbred horse racing. Mr. Allen receives $10,000 per month plus an
automobile allowance.

STOCK OPTIONS

The following table provides information about the stock options granted to
the named executive officers during the fiscal year ended December 31, 2001.
We granted a total of 100,000 options during the year.

Options Granted in 2001 Fiscal Year

Name              Number of Shares     % of Total Options
                  Underlying Options   Granted to Employees     Exercise    Expiration
                  Granted              in Fiscal Year           Price       Date
----------        ------------------   ---------------------    -------------------
Thomas R Johnson     100,000            100.0%                $  .375       December 31, 2006


The following table sets forth the number of stock options held by the
executive officers named in the Summary Compensation Table as of December 31,
2001 and the value of unexercised in-the-money options held which represents
the positive difference between the exercise price and the market price at
fiscal year end. No such executive exercised any options during the 2001
year.

2001 Fiscal Year Option Values

                         Number of                       Value of Unexercised
                         Unexercised Options             in-the-money Option
Name                     At Fiscal Year End              Fiscal Year End
------------------       ------------------------        --------------------
Christopher Hall               1,420,000                        -0-
Bryan P. Brown                   900,000                        -0-
Thomas R Johnson                 100,000                        -0-


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of March 30, 2002, the beneficial ownership
of the Company's Common Stock by (i) the only persons who own of record or are
known to own, beneficially, more than 5% of the Company's Common Stock; (ii)
each director and executive officer of the Company; and (iii) all directors
and officers as a group.

                                                       Percent of
                               Number of               Outstanding
Name                           Shares                  Common Stock
Christopher Hall ............  5,876,657  (1)             58.80%
Thomas R Johnson............     100,000  (1)               *
Bryan P. Brown...............    900,000  (1)              9.01%
William M. Allen .... . . . .    100,000                    *

Officers and Directors
as a group (4 Persons)......   6,976,657  (1)             67.81%

(1) Includes stock options held as follows: Christopher Hall -- 1,400,000
shares, Bryan P. Brown -- 900,000 shares - Thomas R Johnson 100,000.

* Less than 2%.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In December 1996 the Company loaned Bryan P. Brown $92,838 with interest at
8%. The loan was due January 7, 1999 and was extended to January 2000. As of
December 31, 2000, the Company agreed to cancel the note receivable and
reverse stock held as security for the note.


PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Certain exhibits listed below are incorporated by reference to previously
filed registration statements and reports as indicated in the Incorporated by
Reference Note column and notes below.

EXHIBIT       INC. BY
NO.           REF. NOTE      DESCRIPTION
3(a)    --      A           Articles of Incorporation of Registrant
                              as filed with the Secretary of State of
                              Nevada on September 3, 1999.
3(b)    --      B           Plan of Merger of Call Now, Inc.(Florida)
                              into Call Now, Inc (Nevada).
3(c)    --      F           By-Laws of the Registrant
8.7     --      L           Agreement with Barron Chase Securities, Inc.
8.8     --      M           Agreement with Howe, Solomon & Hall Financial,
                              Inc. dated 10/17/96 covering purchase of
                              Retama Development Corp. bonds
8.9     --      N           Agreement with Retama Park Association, Inc.,
                              Retama Partners, Ltd. and Retama Park
                              Management Co. L.C. relating to purchase of
                              certain Retama Development Corp. notes.
8.12    --      Q           Management Agreement for Retama Park Racetrack.
8.13    --      R           Agreement with Global Trust and Hemisphere Trust
                              dated May 27, 1999.
8.14    --      S           Agreement for construction services between
                              Retama Development Corporation and William M. Allen.
10.1    --      T           Purchase and Sale Agreement dated November 19,
                              2001 with Robert Buffkin covering sale of Andice
                              Development Corporation.
10.2    --      U           Consulting Agreement with William M. Allen dated  November 19, 2001.




Incorporation by Reference Notes:

NOTE INCORPORATION BY REFERENCE
A        --   Incorporated by reference to Exhibit 3(a) of Form 10-KSB for
               the year ended December 31, 1999
B        --   Incorporated by reference to Exhibit 3(b) of Form 10-KSB for
               the year ended December 31, 1999
L        --   Incorporated by reference to Exhibit 8.9 of Form 10-KSB
               for year ended December 31, 1996
M        --   Incorporated by reference to Exhibit A of Form 8-K filed
               November 21, 1996
N        --   Incorporated by reference to Exhibit B of Form 8-K filed
               November 21, 1996
R        --   Incorporated by reference to Exhibit 8.13 of Form 10-KSB for
               year ended December 31, 1998.
S        --   Incorporated by reference to Exhibit 8.14 of Form 10-KSB for
               year ended December 31, 1998.
T        --   Incorporated by reference to Exhibit 10.1 of Form 8-K filed
               February 8, 2002.
U        --   Incorporated by reference to Exhibit 10.2 of Form 8-K filed February 8, 2002.






SIGNATURES

In accordance with Section 13 or 15(d) 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
              President and Director


April 15, 2002

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities on the
dates indicated.

/s/ Thomas R Johnson      President and Director            April 15, 2002
      (Principal Executive Officer)
    Thomas R Johnson     (Principal Accounting Officer)

/s/ Christopher J Hall      Director                        April 15, 2002
/s/ William M. Allen        Director                        April 15, 2002
/s/ Bryan Brown             Director                        April 15, 2002`