UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB


(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    ACT OF 1934

 For the fiscal year ended   December 31, 1999

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 [No Fee Required]

            For the transition period from __________ to __________

                          Commission file number l-9224


                      CAREERENGINE NETWORK, INC.
--------------------------------------------------------------------------------
             (Name of Small Business Issuer in Its Charter)

                DELAWARE                              13-2689850
-----------------------------------------    ------------------------------
      (State or Other Jurisdiction of               (I.R.S. Employer
       Incorporation or Organization)              Identification No.)

 2 World Trade Center, Suite 2112, New York, N.Y.            10048
--------------------------------------------------        -----------
       (Address of Principal Executive Offices)            (Zip Code)

                                212-775-0400
--------------------------------------------------------------------------------
             (Issuer's Telephone Number, including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:

                                                    Name of Each Exchange
          Title of Each Class                        on Which Registered
          -------------------                       -----------------------

    Common stock - par value $.10                   American Stock Exchange
                                                       Pacific Exchange

         Securities registered under Section 12(g) of the Exchange Act:

                                      None
--------------------------------------------------------------------------------
                                (Title of Class)

         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 [_]

                            (Cover page 1 of 2 pages)

<PAGE>
         Check if there is no  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.

         Issuer's   revenues  for  1999,  its  most  recent  fiscal  year,  were
$3,086,352.

         As of February 29,  2000,  the  aggregate  market value of voting stock
held by non-affiliates of the Issuer was approximately $10,427,820.

         The number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

           Class                    Outstanding at February 29, 2000
           -----                    --------------------------------

Common stock - par value $.10                5,435,673 shares
-----------------------------               -----------------

                DOCUMENTS INCORPORATED BY REFERENCE

         Part  III of this  Form  l0-KSB  incorporates  by  reference  from  the
issuer's definitive proxy statement for the annual meeting of stockholders to be
held on June 1, 2000.



                            (Cover page 2 of 2 pages)



<PAGE>

                                     PART I

Item l.  Description of Business.

         Background and History
         ----------------------

         CareerEngine  Network,  Inc. (name changed from Helmstar Group, Inc. on
         March 28, 2000), through its subsidiaries  (collectively referred to as
         the  "Company"  unless  the  context  requires  otherwise),  is engaged
         primarily  in the  business  of  e-recruiting,  merchant  banking,  and
         providing consulting services.

         E-Recruiting
         ------------

         In 1998, the Company formed a  wholly-owned  subsidiary,  CareerEngine,
         Inc., an Internet-based job search services venture.

         CareerEngine,  Inc.  (www.careerengine.com) owns and operates a network
         of category  specific,  career oriented  websites  (currently 27) which
         allow  employers  to post job  openings for  qualified  candidates  and
         individuals to confidentially  post resumes for potential  employers to
         review.  These  "vertical"  career  websites  are  free to use by those
         seeking employment.

         There  is  significant  need  for  online  recruitment  offerings  that
         leverage  the  attributes  of career  specific  sites.  With  regard to
         employers,  vertical sites enable them to (i) advertise job openings on
         a variety of sites (by job function,  by industry,  by geographic area,
         etc.) and (ii)  provide  them with the  ability to (a) search  targeted
         resume  databases  and (b) focus  their  recruiting  efforts  on select
         communities of potential employees. These attributes allow employers to
         effectively  manage their  online  recruiting  efforts.  With regard to
         employees, vertical sites allow potential job seekers to confidentially
         post their  resumes  and  provide  them with the ability to focus their
         search  efforts on  desired  job  functions  and/or  industries.  These
         attributes allow employees easily to locate, compare, explore, evaluate
         and apply for jobs.

         The  Company's  objective  is to  develop  a network  of  sophisticated
         content and community driven,  career  destination sites to establish a
         highly  valuable  and
<PAGE>
         multi-faceted  marketing  platform that will withstand the  directional
         changes  experienced on the Internet.  The Company will seek to achieve
         this objective by implementing a comprehensive  communications  program
         to  enable  it to (i)  generate  significant  traffic  to  each  of the
         targeted  websites in its network  and (ii)  appropriately  "brand" the
         sites to facilitate the securing of strategic  contracts/alliances with
         generalist career websites,  major recruitment advertising firms, human
         resource    departments    of    major    corporations,    and    major
         recruitment/placement agencies.

         Revenue sources are expected to be fees from (i) job posting  services,
         (ii) resume subscriptions,  (iii) corporate  advertisement  placements,
         (iv) career  site  Application  Service  Providers,  (v) joint  venture
         transactions with major content providers (i.e.,  co-branded sites) and
         (vi) corporate sponsorships. In addition, the Company expects to derive
         revenue  from (a) fees from the sale of  targeted  databases,  (b) fees
         from the use of its various sites for market research purposes, and (c)
         E-commerce from its highly targeted audience.

         Merchant Banking:
         -----------------

         General
         -------

         Since 1988,  the Company  has  engaged in merchant  banking  activities
         primarily concentrating on real estate projects and real estate-related
         services companies. The Company seeks projects that offer strong upside
         potential  because of high short-term risk, albeit manageable risk, and
         financial leverage. Although real estate development, rehabilitation or
         "value-added"  transactions are of primary  interest,  the Company will
         consider most industries with the exception of those requiring a highly
         specialized scientific analysis.

         Real Estate Project
         -------------------

         In 1997, Movieplex Realty Leasing, L.L.C.  ("Movieplex"),  a subsidiary
         of the Company,  entered into an agreement with a major film exhibitor,
         Carmike Cinemas,  Inc.  ("Carmike") to develop and lease an unspecified
         number of state of the art  multiplex  movie

                                       2
<PAGE>
         theaters  at a cost not to exceed  approximately  $75,000,000,  plus an
         amount equal to any proceeds  received by Movieplex from the investment
         of related  funding  prior to the expending of  development  costs (the
         "Project  Funding").  Under the  terms of the  agreement,  Carmike  was
         responsible for  construction  costs in excess of the Project  Funding.
         The primary  components of the project's  funding were (i)  $72,750,000
         from  Movieplex's  issuance of bonds and (ii) $2,272,500 from an equity
         investment by Movieplex.

         Pursuant  to  one of  the  related  agreements,  Carmike  acted  as the
         development  agent for  Movieplex  over the period  November  20,  1997
         through  November 19, 1999,  (the  "Development  Period").  During this
         Development  Period,  eight  theaters  (each  theater  consisting of an
         acquired parcel of land and the improvements  constructed thereon) were
         developed at a cost  substantially in excess of Project Funding.  These
         excess  costs were funded by Carmike.  In order to restore the original
         intent of developing  multiple  theaters at an amount not to exceed the
         Project Funding, on April 11, 2000, Movieplex  transferred title to two
         theaters  to  Carmike.   The  costs   relating  to  the  remaining  six
         properties,  after  reallocating  those  costs  incurred  by  Movieplex
         pertaining to the two transferred  theaters,  does not exceed the costs
         to develop such remaining theaters. The allocated costs for each of the
         six theaters  does not exceed their value as  determined  by an outside
         appraiser.  In connection  with the transfer of the two  theaters,  the
         related lease was amended to (i) increase the purchase  option price to
         Carmike at the  expiration  of the initial lease term from 100% to 110%
         of a pre-determined  future value,  (ii) effectively  increase the rent
         payable during the initial renewal option term of the lease by 10%, and
         (iii) increase the current return on Movieplex's  Common Members equity
         investment. These amendments, in the aggregate,  increase the Company's
         anticipated financial return on this transaction.  The Company was also
         compensated  ($188,000 in 1999) for its  consulting  services  provided
         with regard to this matter.

         Commencing  November 20, 1999,  Carmike leased each of the six theaters
         under the terms of a triple net,

                                       3
<PAGE>
         credit type lease with  Movieplex,  as lessor.  Monthly rental payments
         received  by the  lessor  primarily  fluctuate  with the  debt  service
         payments on the related bonds and the cash return due to the Common and
         Preferred  Member of Movieplex.  The lease  requires  that Carmike,  in
         addition to paying a  stipulated  monthly  rental to the lessor (i) pay
         all  utilities,   insurance,  and  local  real  estate,  corporate  and
         franchise taxes; (ii) reimburse the lessor for substantially all of its
         necessary and  reasonable  expenses  incurred in fulfilling its role as
         lessor; and (iii) assume full operating,  maintenance and environmental
         responsibilities for the preservation and, if necessary, restoration of
         the land and related  improvements  thereon.  At the end of the initial
         lease  term in 2015,  Carmike  has the  option  to  extend  the  lease,
         relating to not less than all the theaters,  for an additional  term of
         ten years  and,  thereafter,  for an  additional  term of five years at
         rental rates  provided in the lease.  Alternatively,  at the end of the
         initial lease term,  Carmike has the option to purchase,  not less than
         all the theaters, at an amount based on a pre-determined future value.

         Monthly rental payments received by the Lessor primarily fluctuate with
         the debt  service  payments on the related  bonds  payable and the cash
         return  due  to  the  Common  and  Preferred  Members.   Rental  income
         recognized, although accounted for on a straight-line basis, fluctuates
         principally  due to changes in the  variable  base rate of the  related
         bonds payable.

         The bonds  related  to the land and  theaters  thereon  are  secured by
         irrevocable  bank letters of credit which, in turn, are  collateralized
         solely by said land and  theaters.  The bonds  bear  interest,  payable
         monthly,  at a variable  base rate (6.46% at December 31, 1999) indexed
         to the 30-day,  high-grade commercial paper rate which is reset weekly.
         Principal  on the bonds is payable in annual  installments,  commencing
         December 1, 2000, in amounts ranging from $970,000 to $7,775,000 with a
         final payment due at maturity, November 1, 2015, of $12,975,000.

         The equity  investment  by the Lessor  amounted to  $2,272,500 of which
         $2,250,000 and $22,500 was  contributed  by the Lessor's  Preferred and
         Common
                                       4
<PAGE>
         Memberships (or shareholdings),  respectively.  A third party owns 100%
         of the Preferred  Membership  and two  subsidiaries  of the Company own
         100% of the Common  Membership of the Lessor.  The Common and Preferred
         Membership  interests  are entitled to a cash return based on a formula
         specified within the Lease commencing January 1, 2000.

         Consulting Services
         -------------------

         Beginning in 1990,  drawing on its  experience  in real estate  project
         finance,  the Company began to offer financial  consulting  services to
         clients on a fee basis.  This  permits  the  Company  to  increase  its
         revenue by utilizing its merchant banking expertise without deploying a
         significant amount of capital. The Company's primary focus in this area
         has been assisting  clients in realizing  lower cost of capital through
         creative financial structuring.  This business is transaction oriented,
         and potential  revenue  therefrom is subject to wide variation.  During
         1999,  1998, 1997, and 1996  approximately  19%, 34%, 5%, and 9% of the
         Company's  total revenues in each year were realized in connection with
         providing financial consulting services.

         General
         -------

         The Company was incorporated under the laws of the State of Delaware in
         1968.  It maintains  offices at 2 World Trade Center,  Suite 2112,  New
         York, New York 10048 and its telephone number is (2l2) 775-0400. Unless
         the  context   requires   otherwise,   the  term  "Company"  refers  to
         CareerEngine   Network,   Inc.  and  its   wholly-owned   subsidiaries:
         CareerEngine,  Inc.; Snider,  Williams & Co., Inc.; Randolph,  Hudson &
         Co., Inc.; Shaw Realty Company,  Inc.; Helmstar Funding, Inc.; Burrows,
         Hayes Company,  Inc.;  Dover,  Sussex  Company,  Inc.;  Housing Capital
         Corporation;  Randel,  Palmer & Co.,  Inc.;  Parker,  Reld & Co., Inc.,
         McAdam,  Taylor & Co., Inc.; Ryan, Jones & Co., Inc.;  Advanced Digital
         Networks,  Inc.; Alexander Edwards International,  Inc.; and Matthews &
         Wright,  Inc. The term Company also includes  Movieplex Realty Leasing,
         L.L.C. ("Movieplex"),  a limited liability company, all of whose common
         membership interests are indirectly owned by the Company.

         As of March l, 2000, the Company had 39 employees.


                                       5
<PAGE>
         Competition
         -----------

         The Company's subsidiary,  CareerEngine, Inc., and its web site compete
         with numerous large and small organizations and their related web sites
         in the Internet-based  personnel recruiting market. These web sites can
         be described as either  "generalist" (a web site that covers employment
         opportunities in all industries) or "vertical/category specific" (a web
         site that covers employment  opportunities in a specific industry). The
         Company expects to have significant  Internet-based competition for the
         foreseeable   future.   Additionally,   the  traditional  print  media,
         specifically  major  city  newspapers,  are  major  competitors  of the
         Company.  Almost  all of the  Company's  competitors  in this  area are
         vastly larger,  have attained  significant  name  recognition,  possess
         large advertising budgets, and have established  significant  strategic
         alliances within the recruitment industry.

         Competition in the Company's business of merchant banking and financial
         consulting,  focusing on middle market oriented,  real estate and other
         businesses,  is widespread and highly  fragmented.  Competition will be
         encountered from small  syndicators;  individual  investors,  typically
         from the local market;  smaller insurance companies;  and participating
         mortgage lenders. Many of the Company's likely competitors have greater
         access to  capital  than the  Company.  The  Company  encounters  stiff
         competition from a broad range of financial services firms when seeking
         financial   consulting   assignments.   Other  major   parties  in  the
         marketplace  for  off-balance  sheet  structures are large  developers,
         commercial  banks with  synthetic  lease  structures,  and real  estate
         investment trusts.

                                       6
<PAGE>
         Regulation
         ----------

         In the course of  conducting  its  business  of merchant  banking,  the
         Company may acquire interests in regulated activities.  Such regulation
         may be either directly or indirectly related to the Company's interest.

         Forward Looking Statements
         --------------------------

         Certain  statements  in  this  Annual  Report  Form  10-KSB  constitute
         "forward-looking statements" relating to the Company within the meaning
         of the Private Securities Litigation Reform Act of 1995. All statements
         regarding  future  events,  our  financial  performance  and  operating
         results,   our   business   strategy  and  our   financing   plans  are
         forward-looking   statements.   In  some   cases   you   can   identify
         forward-looking  statements  by  terminology,  such as  "may,"  "will,"
         "would," "should," "could," "expect,"  "intend," "plan,"  "anticipate,"
         "believe,"   "estimate,"  "predict,"  "potential"  or  "continue,"  the
         negative  of  such  terms  or  other  comparable   terminology.   These
         statements are only predictions. Known and unknown risks, uncertainties
         and other factors could cause actual results to differ  materially from
         those  contemplated by the statements.  In evaluating these statements,
         you should  specifically  consider  various  factors that may cause our
         actual   results  to  differ   materially   from  any   forward-looking
         statements.


                                       7
<PAGE>
         Item 2. Description of Property.

         The Company leases approximately 7,000 square feet of office space at 2
         World Trade Center, New York, New York 10048 under the terms of a lease
         that  expires  February  28,  2006.  This  office  is  utilized  as the
         Company's  executive  office in addition  to housing its  e-recruiting,
         consulting and merchant banking  activities.  The future minimum annual
         base rental  commitments under this lease, at December 31, 1999, are as
         follows:

                            2000                         $   139,100
                            2001                             139,100
                            2002                             139,100
                            2003                             139,100
                            2004                             139,100
                            Thereafter                       162,200
                                                         -----------

                                                         $   857,700
                                                         ===========

         The Company owns six parcels of land and the multiplex  movie  theaters
         thereon, which have a related aggregate cost of $70,494,949 at December
         31,  1999.  These  theaters  are  located in Mobile,  AL, El Paso,  TX,
         Franklin, TN, Delmont, PA, Kennewick, WA and Edinburgh, TX.


                                       8
<PAGE>


Item 3.  Legal Proceedings.

         None. In February 2000, the Company,  in exchange for a nominal amount,
         obtained a release from all claims arising from a 1996 litigation.


                                       9
<PAGE>


Item 4.  Submission of Matters to a Vote of Security-Holders.

         None.


                                       10
<PAGE>


                                     PART II

Item 5.  Market For Common Equity and Related Stockholder
         Matters.

         Exchange  Listing:

         The  common  stock of  CareerEngine  Network,  Inc.  is  listed  on the
         American Stock Exchange and the Pacific Exchange (trading symbol CNE).

         The approximate  number of recordholders of Common Stock as of February
         29, 2000 was 249.

         Equity Sale Prices:
<TABLE>
<CAPTION>

           1st Quarter          2nd Quarter           3rd Quarter          4th Quarter
          High     Low       High        Low         High      Low       High      Low

<S>     <C>      <C>        <C>         <C>         <C>       <C>         <C>     <C>
1999    2 5/8    1          9 1/2       2 3/16      5         2 1/2       6       3 1/2

1998    1          3/4        15/16       11/16       7/8       5/8       1 1/4     3/4
</TABLE>


         Dividends:

         The Company has not previously paid cash dividends on its common stock.
         The Board of Directors does not presently  intend to pay cash dividends
         on the outstanding  shares of common stock in the  foreseeable  future.
         The  payments of future  dividends  and the amount  thereof will depend
         upon the Company's earnings,  financial condition, capital requirements
         and such other factors as the Board of Directors may consider relevant.

                                       11
<PAGE>


Item 6.  Management's Discussion and Analysis.

     A.  Results of Operations
     -------------------------

     1.  1999 Compared to 1998
     -------------------------

         Total  revenues  increased to  $3,086,352 in 1999 from  $3,006,509  for
         1998.

         E-recruiting  related services increased to $30,980 in 1999 from nil in
         1998 as the operations of the Company's subsidiary, CareerEngine, Inc.,
         commenced.

         Rental  income from real estate  leased  increased to $996,405 for 1999
         from nil in 1998 as the  construction  of the Company's  movie theaters
         was completed on November 20, 1999 and rent thereon commenced.

         Revenue from  financial  consulting  fees decreased to $615,314 in 1999
         from $1,040,000 in 1998. As the Company  provides its services on a fee
         basis and due to the transactional  nature of the consulting  business,
         significant variations in revenue from year to year are common.

         Income on securities  transactions  decreased to $836,549 for 1999 from
         $1,526,873 for 1998. This revenue category includes the net profit from
         the  Company's  cash  management  and its  investing in futures,  puts,
         calls, municipals and other securities.

         Other income increased to $229,370 for 1999 from $22,101 in 1998 due to
         the Company's  collection of a reserved receivable relating to the sale
         of a former subsidiary.

         Total  expenses  increased to  $7,127,968  for 1999 from  $3,738,715 in
         1998.

         Compensation  and related costs  increased to $2,642,606  for 1999 from
         $1,601,163 for 1998. The increase is due  principally to the additional
         employees   hired  by   CareerEngine,   Inc.  in  connection  with  its
         internet-based job search services venture.

         Real estate leased, net increased to $1,568,029 in 1999 from $1,093,435
         in 1998 due  primarily to the  completion

                                       12
<PAGE>
         of the  construction of the movie theaters and the commencement of rent
         in late 1999.  At that time,  depreciation  commenced  and net interest
         expense  on  the  related   bonds   payable   ceased  to  be  partially
         capitalized.  Accordingly,  depreciation  of $158,927 (nil in 1998) and
         net interest expense of $1,405,435  ($1,092,852 in 1998) was charged in
         1999.  The  decrease  in  interest  income   ($1,393,946  in  1999  and
         $3,502,350  in 1998)  included in net  interest  expense was due to the
         significant  decrease in the amount  available  for  investing,  as the
         funds were utilized for improvements.

         Advertising  expense  increased to $1,235,778 for 1999 from $77,515 for
         1998 as CareerEngine,  Inc. commenced its comprehensive  communications
         program in 1999.

         General and  administrative  expenses  increased to $1,554,314 for 1999
         from  $568,025 for 1998 due  primarily to the  increased  operations of
         CareerEngine, Inc.

         Interest expense  decreased to $127,241 for 1999 from $398,577 for 1998
         primarily  due to the  Company's  computation  of  interest  due on its
         outstanding  tax  assessment  was based on one year in 1999 and several
         years in 1998.

         On a  pretax  basis,  the  Company  had a loss of  $4,041,616  for 1999
         compared with a loss of $732,206 for 1998 primarily due to the start-up
         expenses associated with CareerEngine,  Inc. In 1999, the Company had a
         tax expense of $10,778  compared to a tax benefit of $107,797 for 1998.
         For Federal  income tax purposes,  as of December 31, 1999, the Company
         has net  operating  loss  carryforwards  of  approximately  $17,311,000
         available to reduce future taxable income.  These carryforwards  expire
         in the years 2005 through 2019.

         The Company's net loss for 1999 was  $4,052,394  compared with net loss
         of $624,409 for 1998.  For 1999,  loss per share (basic and diluted) is
         $.75 per share.  For 1998,  net loss per share  (basic and diluted) was
         $.11 per share.


                                       13
<PAGE>
         Inflation
         ---------

         Inflation  may  affect  the  Company  in  certain  areas  of  its  cash
         management,  real estate  development  program,  and  merchant  banking
         activities.  Changes  in  interest  rates  typically  follow  actual or
         expected  changes in the inflation  rate.  Accordingly,  interest rates
         usually  increase  during periods of high inflation and decrease during
         periods of low inflation.

B.       Liquidity and Capital Resources
         -------------------------------

         Management  of  the  Company   believes  that  funds   generated   from
         operations,  supplemented by its available assets, will provide it with
         sufficient resources to meet present and reasonably  foreseeable future
         capital needs.  These available  assets consist  primarily of cash, and
         investments which are readily convertible into cash.

         The  Company  invests  excess  funds in  liquid,  short-term  financial
         instruments  in order to maximize  its current cash return with minimum
         interest  rate risk,  while  preserving  the ability to move quickly in
         funding attractive merchant banking ventures.  Such investments include
         U.S. Government and municipal obligations,  futures contracts and money
         market funds.

         In 1997 the  Company  issued  $72,750,000  of  adjustable  rate  tender
         securities due November 1, 2015 (the "Bonds"). The Bonds were issued to
         finance  97% of the cost of the  Company's  Real  Estate  Program.  See
         "Description of Business - Merchant Banking - Real Estate Project." The
         3% balance,  $2,272,500,  was provided as a capital contribution by the
         Preferred  Member  ($2,250,000) and the Common Members ($22,500) of the
         Company's lessor subsidiary,  Movieplex Realty Leasing,  L.L.C. A third
         party owns 100% of the Preferred Membership and two subsidiaries of the
         Company own 100% of the Common Membership of the Lessor.

         The monthly rent received by the Company,  which commenced November 20,
         1999, is always sufficient to pay the interest and amortization related
         to  the  Bonds,  as  well  as  the  preferred  return  on  the  capital
         contributed  by the Preferred  Member and Common Members throughout the
         term of the related  16-year  lease.  In addition,  rent will cover all
         other costs of owning and operating the real estate other than Federal,
         state or local income taxes due on a net income basis.


                                       14
<PAGE>
         While the Company believes that currently  available funds will provide
         it  with  sufficient  resources  to meet  all  present  and  reasonably
         foreseeable  future capital needs, as well as future  operational costs
         of its  e-recruiting  Internet  focused  venture,  the Company may seek
         various forms of external  financing in order to fund its operations in
         the future.  The Company  does not have any  material  commitments  for
         capital expenditures as of December 31, 1999.

                                       15
<PAGE>


Item 7.  Financial Statements.

         The  Company's  financial  statements  to be  filed  hereunder  follow,
         beginning with page F.


                                       16
<PAGE>
INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
CareerEngine Network, Inc.
New York, New York


We have audited the consolidated balance sheet of CareerEngine Network, Inc. and
subsidiaries (formerly Helmstar Group, Inc. and subsidiaries) as of December 31,
1999,  and  the  related  consolidated  statements  of  operations,  changes  in
stockholders' equity and cash flows for each of the years in the two-year period
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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 audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  financial  position of  CareerEngine
Network,  Inc. and  subsidiaries  as of December 31, 1999, and the  consolidated
results of their  operations and their  consolidated  cash flows for each of the
years in the two-year  period then ended in conformity  with generally  accepted
accounting principles.



/s/Richard A. Eisner & Company, LLP
-----------------------------------
Richard A. Eisner & Company, LLP

New York, New York
March 10, 2000

With respect to Note A
March 28, 2000

With respect to Note B
April 11, 2000


<PAGE>
<TABLE>
<CAPTION>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Consolidated Balance Sheet
December 31, 1999

<S>                                                                <C>
ASSETS

Cash and cash equivalents ....................................     $  1,006,276
Marketable securities ........................................        4,888,610
Real estate leased, net ......................................       70,336,022
Fixed assets, net ............................................          600,541
Deferred financing costs, net ................................        1,707,279
Deferred rental income .......................................          577,485
Other assets .................................................          565,018
                                                                   ------------

                                                                   $ 79,681,231
                                                                   ============

LIABILITIES

Bonds payable ................................................     $ 72,750,000
Accrued interest .............................................          836,130
Accrued expenses and other liabilities .......................        1,891,201
                                                                   ------------

      Total liabilities ......................................       75,477,331
                                                                   ------------

Due to preferred member ......................................        2,250,000
                                                                   ------------

Commitments

STOCKHOLDERS' EQUITY

Common stock - authorized 10,000,000 shares, par value $.10;
   issued 6,749,600 shares ...................................          674,960
Paid-in surplus ..............................................       14,984,510
Deficit ......................................................      (10,657,861)
                                                                   ------------

                                                                      5,001,609
Less treasury stock, at cost - 1,313,927 shares ..............       (3,047,709)
                                                                   ------------

                                                                      1,953,900

                                                                   $ 79,681,231
                                                                   ============

</TABLE>

See notes to financial statements
                                                                             F-2
<PAGE>
<TABLE>
<CAPTION>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

                                                                                Year Ended December 31,
                                                                             ----------------------------
                                                                                 1999              1998
                                                                             -----------      -----------
<S>                                                                          <C>              <C>
Revenues:
   E-recruiting related services .......................................     $    30,980
   Rental income from real estate leased ...............................         996,405
   Consulting fees .....................................................         615,314      $ 1,040,000
   Income on securities transactions, net ..............................         836,549        1,526,873
   Interest income .....................................................         377,734          417,535
   Other income ........................................................         229,370           22,101
                                                                             -----------      -----------

                                                                               3,086,352        3,006,509
                                                                             -----------      -----------
Expenses:
   Compensation and related costs ......................................       2,642,606        1,601,163
   Real estate leased expenses, net ....................................       1,568,029        1,093,435
   Advertising .........................................................       1,235,778           77,515
   General and administrative ..........................................       1,554,314          568,025
   Interest ............................................................         127,241          398,577
                                                                             -----------      -----------

                                                                               7,127,968        3,738,715
                                                                             -----------      -----------
Loss before income taxes ...............................................      (4,041,616)        (732,206)
Income tax provision (benefit) .........................................          10,778         (107,797)
                                                                             -----------      -----------

Net loss ...............................................................     $(4,052,394)     $  (624,409)
                                                                             ===========      ===========

Net loss per common share - basic and diluted ..........................     $      (.75)     $      (.11)
                                                                             ===========      ===========

Weighted average number of common shares outstanding - basic and diluted       5,435,673        5,489,376
                                                                             ===========      ===========

</TABLE>
See notes to financial statements
                                                                             F-3
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Changes in Stockholders' Equity


                                               Common Stock
                                    -------------------------------        Paid-in
                                         Shares            Amount          Surplus            Deficit
                                    ------------      ------------      ------------      ------------
<S>                                 <C>               <C>               <C>               <C>
Balance - January 1, 1998 .....        6,749,600      $    674,960      $ 14,984,510      $ (5,981,058)
Treasury stock acquired at cost
Net loss ......................                                                               (624,409)
                                    ------------      ------------      ------------      ------------

Balance - December 31, 1998 ...        6,749,600           674,960        14,984,510        (6,605,467)
Treasury stock acquired at cost
Net loss ......................                                                             (4,052,394)
                                    ------------      ------------      ------------      ------------

Balance - December 31, 1999 ...        6,749,600      $    674,960      $ 14,984,510      $(10,657,861)
                                    ============      ============      ============      ============


<PAGE>
                                            Treasury Stock
                                    ------------------------------
                                        Shares          Amount              Total
                                    ------------     ------------      ------------
<S>                                 <C>              <C>               <C>
Balance - January 1, 1998 .....        1,233,227     $ (2,928,598)     $  6,749,814
Treasury stock acquired at cost           63,000          (95,931)          (95,931)
Net loss ......................                                            (624,409)
                                    ------------     ------------      ------------

Balance - December 31, 1998 ...        1,296,227       (3,024,529)        6,029,474
Treasury stock acquired at cost           17,700          (23,180)          (23,180)
Net loss ......................                                          (4,052,394)
                                    ------------     ------------      ------------

Balance - December 31, 1999 ...        1,313,927     $ (3,047,709)     $  1,953,900
                                    ============     ============      ============

</TABLE>
See notes to financial statements
                                                                             F-4
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
                                                                            Year Ended December 31,
                                                                        ------------------------------
                                                                            1999              1998
                                                                        ------------      ------------
<S>                                                                     <C>               <C>
Cash flows from operating activities:
   Net loss .......................................................     $ (4,052,394)     $   (624,409)
   Adjustments to reconcile net loss to net cash (used in) provided
      by operating activities:
        Depreciation and amortization .............................          478,246            79,409
        Share of income from joint venture ........................                            (22,101)
        Gain on sale of furniture and equipment ...................                               (166)
        Purchase of marketable securities .........................      (14,772,852)      (26,361,024)
        Sale of marketable securities .............................       17,740,652        25,739,476
        Changes in:
           Deferred rental income .................................         (577,485)
           Other assets ...........................................           49,192            38,767
           Accrued expenses, other liabilities and accrued interest         (533,330)        1,691,723
                                                                        ------------      ------------

              Net cash (used in) provided by operating activities .       (1,667,971)          541,675
                                                                        ------------      ------------

Cash flows from investing activities:
   Sales of other short-term investments - restricted .............       52,020,895        19,154,039
   Purchase of land ...............................................         (940,082)      (13,697,418)
   Construction of improvements ...................................      (49,575,013)       (6,271,436)
   Purchase of furniture and equipment ............................         (599,328)         (202,242)
   Distributions from joint ventures ..............................                            195,391
   Other ..........................................................                             17,493
                                                                        ------------      ------------

              Net cash provided by (used in) investing activities .          906,472          (804,173)
                                                                        ------------      ------------

Cash flows from financing activities:
   Deferred financing costs .......................................                           (152,968)
   Purchase of treasury stock .....................................          (23,180)          (95,931)
   Contribution received from preferred member ....................          750,000           750,000
                                                                        ------------      ------------

              Net cash provided by financing activities ...........          726,820           501,101
                                                                        ------------      ------------

(Decrease) increase in cash and cash equivalents ..................          (34,679)          238,603
Cash and cash equivalents at beginning of year ....................        1,040,955           802,352
                                                                        ------------      ------------

Cash and cash equivalents at end of year ..........................     $  1,006,276      $  1,040,955
                                                                        ============      ============

Supplemental  disclosures  of cash flow  information:
  Cash paid during the year for:
      Interest (net of amounts capitalized) .......................     $  2,756,900      $  4,643,493
      Income taxes ................................................     $     31,175      $     71,763

</TABLE>
See notes to financial statements
                                                                             F-5
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Notes to Financial Statements
December 31, 1999


NOTE A - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

Effective March 28, 2000 Helmstar Group,  Inc.  changed its name to CareerEngine
Network,  Inc.  CareerEngine  Network, Inc. and its subsidiaries (the "Company")
are engaged in the e-recruiting  business  through its subsidiary  CareerEngine,
Inc. which was formed in 1998.  The Company is also engaged in merchant  banking
activities  concentrating  on real estate  projects and also provides  financial
consulting services.

[1]   Principles of consolidation:

      The accompanying consolidated financial statements include the accounts of
      CareerEngine   Network,   Inc.  and  its  subsidiaries.   All  significant
      intercompany balances and transactions have been eliminated.

[2]   Depreciation and amortization:

      Depreciation of real estate improvements,  which consist of movie theaters
      under  lease (see Note B),  began upon  commencement  of rental  income in
      November 1999,  using the  straight-line  method over an estimated  useful
      life of thirty-nine years.

      Furniture,  fixtures  and  equipment  are  being  depreciated  using  both
      straight-line  and  accelerated  methods over  estimated  lives of five to
      seven years. Leasehold improvements are amortized on a straight-line basis
      over the shorter of the term of the lease or their estimated useful lives.

      Deferred  financing  costs are being amortized over the eighteen year term
      of the related bonds. As of December 31, 1999, accumulated amortization on
      deferred financing costs amounted to $218,896.

[3]   Revenue recognition:

      Leases of movie theaters are being  accounted for as operating  leases and
      rental  income  over  the  initial  lease  term is being  recognized  on a
      straight-line  basis subject to the fluctuations of the variable  interest
      rate on the related  bonds which  financed the  construction  of the movie
      theaters (see Note B). The excess of rental income  recognized over rental
      income received is recorded as deferred rental income in the  accompanying
      balance sheet.

      E-recruiting  related  services are earned on the  placement of banner and
      job placement  advertisements  on the  Company's  web site.  Such fees are
      recognized over the period during which the advertisements are exhibited.

      Consulting   fees  are   recognized  as  services  are  provided  and  all
      contractual obligations have been performed.

[4]   Cash and cash equivalents:

      The Company considers all highly liquid debt instruments purchased with an
      original  maturity of three months or less to be cash  equivalents.  As of
      December 31, 1999, cash equivalents  consist  principally of an investment
      of approximately $853,000 in a money market account.
<PAGE>
[5]   Net loss per share:

      Basic and diluted net loss per share is computed  based upon the  weighted
      average number of common shares outstanding during each year.  Outstanding
      employee  stock options did not have an effect on the  computation as they
      were anti-dilutive.

                                                                             F-6
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES


NOTE A - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

[6]   Income taxes:

      Deferred income taxes are measured by applying enacted  statutory rates in
      effect at the balance sheet date to net operating loss  carryforwards  and
      to the  differences  between the tax bases of assets and  liabilities  and
      their reported amounts in the financial statements. The resulting deferred
      tax asset as of December 31, 1999 was fully  reserved since the likelihood
      of realization of future tax benefits cannot be established.

[7]   Marketable securities:

      The  Company's  marketable  securities  which  have a cost  of  $4,848,780
      consist of United  States  Treasury  Bills and  Municipal  Bonds which are
      classified as trading  securities and are recorded at market value.  Gains
      and losses on the trading securities are included in operations.

[8]   Derivative financial instruments:

      As part of its  investment  strategies to profit from  anticipated  market
      movements,  the  Company  maintains  trading  positions  in a  variety  of
      derivative  financial  instruments   consisting   principally  of  futures
      contracts in treasuries,  stocks and municipal  securities.  All positions
      are  reported at fair value,  and changes in fair value are  reflected  in
      operations as they occur.  The Company realized net gains from derivatives
      sold  in  1999  and  1998  of   approximately   $837,000  and  $1,527,000,
      respectively.   Such  amounts  are   included  in  income  on   securities
      transactions in the accompanying statements of operations. At December 31,
      1999, no derivative financial instruments were held by the Company and the
      average  fair  value of such  instruments  held  during  the years was not
      material.

[9]   Stock-based compensation:

      The  Company  has  elected  to  continue  to account  for its  stock-based
      compensation   plans  using  the  intrinsic  value  method  prescribed  by
      Accounting  Principles Board Opinion No. 25,  "Accounting for Stock Issued
      to Employees" ("APB25").  Under APB25, compensation cost for stock options
      is  measured  as the excess,  if any,  of the quoted  market  price of the
      Company's common stock at the date of the grant or other  measurement date
      over the amount an employee must pay to acquire the stock.

[10]  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  of  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.

[11]  Advertising costs:

      Advertising costs, which relate primarily to the e-recruiting business are
      expensed as incurred.
<PAGE>
[12]  Software development costs:

      External  direct costs of materials  and services  incurred to develop the
      Company's   website  during  the   application   development   stage  were
      capitalized.  Such costs,  which amounted to approximately  $38,000 in the
      year ended December 31, 1999, are being amortized using the  straight-line
      method over an estimated useful life of three years.

                                                                             F-7
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES


NOTE A - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

[13]  Reclassifications:

      Certain amounts have been reclassified in the 1998 financial statements to
      conform with the 1999 presentation.


NOTE B - REAL ESTATE LEASED, BONDS PAYABLE AND DUE TO PREFERRED MEMBER

In 1997,  Movieplex Realty Leasing,  L.L.C.  ("Movieplex"),  a subsidiary of the
Company, entered into an agreement with a major film exhibitor, Carmike Cinemas,
Inc. ("Carmike"), to develop and lease an unspecified number of state of the art
multiplex movie theaters at a cost not to exceed approximately $75,000,000, plus
an amount equal to any proceeds  received by Movieplex  from the  investment  of
related  funding  prior to the  expending  of  development  costs (the  "Project
Funding").  Under  the  terms of the  agreement,  Carmike  was  responsible  for
construction  costs in excess of the Project Funding.  The primary components of
the Project Funding were (i) $72,750,000 from Movieplex's  issuance of bonds and
(ii) $2,272,500 from an equity investment by Movieplex.

Pursuant  to one of the related  agreements,  Carmike  acted as the  development
agent for Movieplex over the period November 20, 1997 through  November 19, 1999
(the "Development Period").  During the Development Period, eight theaters (each
theater   consisting  of  an  acquired  parcel  of  land  and  the  improvements
constructed  thereon) were  developed at a cost  substantially  in excess of the
Project Funding.  These excess costs were funded by Carmike. In order to restore
the original intent of developing  multiple  theaters at an amount not to exceed
the Project  Funding,  on April 11,  2000,  Movieplex  transferred  title to two
theaters to Carmike.  The costs relating to the remaining six properties,  after
reallocating those costs incurred by Movieplex pertaining to the two transferred
theaters,  does not exceed the cost incurred to develop such remaining theaters.
The allocated  costs for each of the six theaters does not exceed their value as
determined by an outside  appraiser.  In connection with the transfer of the two
theaters,  the related  lease was amended to (i) increase  the  purchase  option
price to Carmike at the  expiration  of the initial lease term from 100% to 110%
of a pre-determined  future value,  (ii)  effectively  increase the rent payable
during the initial  renewal  option term of the lease by 10%, and (iii) increase
the current return on  Movieplex's  Common  Members'  equity  investment.  These
amendments,  in the  aggregate,  increase the  Company's  anticipated  financial
return on this transaction.  The Company was also compensated ($188,000) for its
consulting services provided with regard to this matter.

Commencing  November 20, 1999, Carmike leased each of the six theaters under the
terms of a triple net,  credit  type lease with  Movieplex,  as lessor.  Monthly
rental payments received by the lessor primarily fluctuate with the debt service
payments  on the  related  bonds  and the  cash  return  due to the  Common  and
Preferred Members of Movieplex.  The lease requires that Carmike, in addition to
paying  a  stipulated  monthly  rental  to the  lessor  (i) pay  all  utilities,
insurance,  and local real estate, corporate and franchise taxes; (ii) reimburse
the  lessor for  substantially  all of its  necessary  and  reasonable  expenses
incurred in  fulfilling  its role as lessor;  and (iii)  assume full  operating,

<PAGE>

maintenance and  environmental  responsibilities  for the  preservation  and, if
necessary,  restoration of the land and related improvements thereon. At the end
of the initial  lease term in 2015,  Carmike has the option to extend the lease,
relating to not less than all the theaters,  for an additional term of ten years
and,  thereafter,  for an additional term of five years at rental rates provided
in the lease.  Alternatively,  at the end of the initial lease term, Carmike has
the option to purchase,  not less than all the theaters, at an amount based on a
predetermined future value.


                                                                             F-8
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES


NOTE B - REAL ESTATE LEASED, BONDS PAYABLE AND DUE TO PREFERRED MEMBER
         (CONTINUED)

Minimum future rentals to be received on the leases,  based on the variable base
interest  rate in effect  at the  inception  of the  lease,  for the five  years
subsequent to December 31, 1999 and thereafter, are as follows:

               Year Ending
              December 31,                                         Amount
             -------------                                     ---------------
             2000                                              $     7,546,000
             2001                                                    7,508,000
             2002                                                    7,495,000
             2003                                                    7,482,000
             2004                                                    7,467,000
             Thereafter                                            104,672,000
                                                               ---------------

                                                               $   142,170,000
                                                               ===============


Bonds payable are secured by irrevocable  bank letters of credit which, in turn,
are  collateralized  solely by the related land and theaters thereon.  The bonds
bear interest,  payable monthly,  at a variable base rate (6.46% at December 31,
1999)  indexed to the 30-day,  high-grade  commercial  paper rate which is reset
weekly.  Principal  on the bonds is payable in annual  installments,  commencing
December 1, 2000, in amounts  ranging from  $970,000 to $7,775,000  with a final
payment due at maturity, November 1, 2015, of $12,975,000. The fair value of the
bonds approximates the amount set forth in the financial statements.

Scheduled  maturities of bonds payable for the five years subsequent to December
31, 1999 and thereafter are as follows:

               Year Ending
              December 31,                                         Amount
             -------------                                     ---------------
             2000                                              $       970,000
             2001                                                    1,035,000
             2002                                                    1,105,000
             2003                                                    1,180,000
             2004                                                    1,260,000
             Thereafter                                             67,200,000
                                                               ---------------

                                                               $    72,750,000
                                                               ===============

During the  Development  Period,  interest,  related  letter of credit  fees and
amortization of deferred  financing costs related to the bonds were capitalized,
except those amounts  attributable  to funds not yet expended to either purchase
land or construct the improvements thereon.  During the years ended December 31,
1999 and 1998, respectively,  approximately $3,051,629 and $516,000 of interest,
letter of  credit  fees and  amortization  of  deferred  financing  costs,  were
capitalized and included in real estate leased - improvements.
<PAGE>

The equity  investment by the lessor amounted to $2,272,500 of which  $2,250,000
and $22,500 was contributed by the lessor's Preferred and Common Memberships (or
shareholdings),   respectively.  A  third  party  owns  100%  of  the  Preferred
Membership and two subsidiaries of the Company own 100% of the Common Membership
of the lessor. The Common and Preferred  Membership  interests are entitled to a
cash return based on a formula specified within the lease.
                                                                             F-9
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES


NOTE B - REAL ESTATE LEASED, BONDS PAYABLE AND DUE TO PREFERRED MEMBER
         (CONTINUED)

As of December 31, 1999 real estate leased consists of the following:

          Land                                              $    14,637,500
          Improvements                                           55,857,449
                                                            ---------------

                                                                 70,494,949
          Less accumulated depreciation                             158,927
                                                            ---------------

                                                            $    70,336,022
                                                            ===============


Expenses  related  to real  estate  leased,  net  included  in the  accompanying
statements of operations consist of the following:
<TABLE>
<CAPTION>
                                                                         Year Ended
                                                                         December 31,
                                                              --------------------------------
                                                                   1999              1998
                                                              ---------------  ---------------
<S>                                                           <C>              <C>
        Interest expense on bonds                             $     2,799,381  $     4,595,202
        Interest income on restricted investments (1)              (1,393,946)      (3,502,350)
                                                              ---------------  ---------------

        Interest expense, net                                       1,405,435        1,092,852
        Depreciation expense                                          158,927
        Other                                                           3,667              583
                                                              ---------------  ---------------

                                                              $     1,568,029  $     1,093,435
                                                              ===============  ===============
</TABLE>

(1)            The Trust  Indenture  pursuant  to which the bonds  were  issued,
               restricted the term and the  investment  instruments in which the
               bond  proceeds  would be invested  until  spent for the  purposes
               defined  in  the  indenture.   Interest   income  earned  on  the
               investments  is being shown as an offset to the interest  expense
               on the bonds.

<PAGE>
NOTE C - INCOME TAXES

The income tax  provision  (benefit),  all of which is current,  consists of the
following:

                                                          Year Ended
                                                          December 31,
                                                ----------------------------
                                                    1999            1998
                                                ------------   -------------
          Federal                               $          0   $     (22,143)
          State and local                             10,778         (85,654)
                                                ------------   -------------

                                                $     10,778   $    (107,797)
                                                ============   =============

At December 31, 1999,  the Company has a net  operating  loss  carryforward  for
federal income tax purposes of approximately  $17,311,000,  which expires in the
years 2005 through 2019.

                                                                            F-10
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES


NOTE C - INCOME TAXES  (CONTINUED)

The Company's  deferred tax assets and liability  consist of the following as of
December 31, 1999:
<TABLE>
<CAPTION>
<S>                                                                           <C>
          Deferred tax assets:
             Net operating loss carryforward                                  $    7,963,000
             Liability for interest and state taxes related to federal
                tax settlement                                                       266,000
             Other                                                                    39,000
                                                                              --------------

                Total deferred tax assets, before valuation allowance              8,268,000

          Less:
             Valuation allowance                                                  (8,002,000)
                                                                              --------------

                Total deferred tax assets                                            266,000

          Deferred tax liability:
             Deferred rental income                                                 (266,000)
                                                                              --------------

                Net deferred tax assets                                       $            0
                                                                              ==============
</TABLE>

The valuation  allowance  increased by approximately  $2,027,000 during 1999 and
$650,000 during 1998.

The  effective  tax rate varied from the  statutory  federal  income tax rate as
follows:
<TABLE>
<CAPTION>
                                                                                 Year Ended
                                                                                 December 31,
                                                                              ------------------
                                                                               1999        1998
                                                                               ----        ----

<S>                                                                           <C>         <C>
          Statutory rate                                                      (34.0)%     (34.0)%
          State and local taxes, net of federal income tax effect             (12.0)        4.3
          Nondeductible expenses                                                1.8         3.9
          Tax exempt interest                                                  (5.5)
          Reversal of prior year tax overaccrual                                           (7.2)
          Valuation allowance                                                  50.0        18.2
                                                                              -----       -----

          Effective rate                                                         .3%      (14.8)%
                                                                              =====       =====

</TABLE>
<PAGE>
The  Internal  Revenue  Service has examined the  Company's  federal  income tax
returns  for the years 1985  through  1989 and in December  1999  assessed a tax
deficiency  of  $348,000  together  with  accrued  interest of  $576,000.  As of
December  31,  1997,  the  Company had  recorded a liability  for income tax and
interest  related to the years under  examination  and during 1998 and 1999, the
Company  accrued   additional   interest   expense  of  $312,000  and  $125,000,
respectively, related to the tax deficiency, thereby increasing the liability to
$984,000 at December 31, 1999,  including related additional state and local tax
deficiencies.

                                                                            F-11
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES


NOTE D - FIXED ASSETS

Fixed assets consist of the following:

         Furniture and fixtures                                $     163,701
         Computer and other equipment                                855,795
         Leasehold improvements                                       86,807
                                                               -------------

                                                                   1,106,303
         Less accumulated depreciation                               505,762
                                                               -------------

                                                               $     600,541
                                                               =============


NOTE E - STOCK OPTION PLANS

In 1990, the Company  adopted a stock option plan (the "1990 Plan") for granting
of options to purchase  up to 750,000  shares of its common  stock,  pursuant to
which officers and other key employees are eligible to receive  incentive and/or
nonqualified  stock options,  stock  appreciation  rights,  and restricted stock
awards. Incentive stock options granted under the 1990 Plan are exerciseable for
a period of up to 10 years  (five years in the case of a 10%  stockholder)  from
date of grant at an exercise price which is not less than the fair value on date
of grant,  except that the exercise  price of options  granted to a  stockholder
owning more than 10% of the outstanding  capital stock may not be less than 110%
of the fair value of the common stock at date of grant.

On April 23, 1999, the Company adopted a stock option plan (the "1999 Plan") for
granting  options to purchase up to 350,000 shares of common stock,  pursuant to
which officers and other key employees are eligible to receive  incentive and/or
nonqualified stock options.  Options granted under the 1999 Plan are exercisable
for a period of up to 5 years from date of grant at an  exercise  price which is
not less than the fair value on date of grant, except that the exercise price of
options granted to a stockholder owing more than 10% of the outstanding  capital
stock may not be less than 110% of the fair value of the common stock at date of
grant.
<PAGE>

Stock  option  activity  under  the 1990  Plan and 1999  Plan is  summarized  as
follows:
<TABLE>
<CAPTION>
                                                                            Year Ended December 31,
                                                         ------------------------------------------------------
                                                                     1999                        1998
                                                         --------------------------    ------------------------
                                                                           Weighted                    Weighted
                                                                           Average                     Average
                                                                           Exercise                    Exercise
                                                             Shares         Price        Shares         Price
                                                          -----------     -------      -----------      ------
<S>                                                       <C>             <C>          <C>              <C>
       Options outstanding at beginning of year               100,000       $ .56         100,000       $.56
       Granted                                                460,000        2.33
                                                          -----------                  -----------

       Options outstanding at end of year                     560,000        2.02          100,000       .56
                                                          ===========                  ===========

       Options exercisable at end of year                     100,000         .56          100,000       .56
                                                          ===========                  ===========

</TABLE>
                                                                            F-12
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES


NOTE E - STOCK OPTION PLANS  (CONTINUED)

The following table presents  information  relating to stock options outstanding
at December 31, 1999:
<TABLE>
<CAPTION>

                                                        Options Outstanding                 Options Exercisable
                                               -------------------------------------       ---------------------
                                                                            Weighted
                                                            Weighted        Average                     Weighted
                                                             Average       Remaining                     Average
                                                            Exercise        Life in                     Exercise
             Range of Exercise Price           Shares         Price          Years         Shares         Price
             -----------------------           ------         -----          -----         ------         -----
<S>               <C>                           <C>           <C>              <C>          <C>           <C>
                      $.56                      100,000        $ .56           2.92         100,000       $.56
                  $2.25 - $2.50                 460,000         2.33           9.27
                                                -------                                     -------

                                                560,000         2.02           8.14         100,000        .56
                                                =======                                     =======

</TABLE>
On May 1, 1999, CareerEngine, Inc., a subsidiary of the Company, adopted a stock
option plan (the "1999 Plan") for  granting  options to purchase up to 2,000,000
shares of common stock,  pursuant to which  officers and other key employees are
eligible to receive incentive and/or nonqualified stock options. Options granted
under the 1999 Plan are  exercisable for a period of up to 10 years from date of
grant at an  exercise  price  which is not less  than the fair  value on date of
grant, except that the exercise price of options granted to a stockholder owning
more than 10% of the outstanding  capital stock may not be less than 110% of the
fair value of the common stock at date of grant. During 1999, CareerEngine, Inc.
granted  1,580,000  options with a weighted  average  exercise  price of $.55 of
which 15,000 options are exercisable at December 31, 1999 at $2.50.

The following table presents  information  relating to stock options outstanding
at December 31, 1999:
<TABLE>
<CAPTION>
                                 Options Outstanding                  Options Exercisable
                       ---------------------------------------      ---------------------
                                                      Weighted
                                        Weighted      Average                     Weighted
                                        Average      Remaining                    Average
                                       Exercise       Life in                     Exercise
                        Shares          Price          Years         Shares        Price
                        ------          -----          -----         ------        -----
<S>                    <C>                <C>            <C>
                       1,075,000         $ .01           9.34
                         505,000          2.50           9.87         15,000       $2.50
                       ---------                                      ------

                       1,580,000           .55           9.51         15,000        2.50
                       =========                                      ======

</TABLE>
<PAGE>
The fair value of options at date of grant was estimated using the Black-Scholes
option pricing model utilizing the following assumptions:

                                              CareerEngine       CareerEngine,
                                              Network, Inc           Inc.
                                                   1999              1999
                                              --------------    --------------
       Risk-free interest rates               5.12% to 6.59%    5.15% to 6.30%
       Expected option life in years              5 to 7               5
       Expected stock price volatility             134%               46%
       Expected dividend yield                      0%                0%


                                                                            F-13
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES


NOTE E - STOCK OPTION PLANS  (CONTINUED)

Had the Company elected to recognize  compensation  cost based on the fair value
of the options at the date of grant as  prescribed  by  Statement  of  Financial
Accounting  Standards No. 123,  "Accounting for Stock-Based  Compensation",  net
loss in 1999 would have been approximately $(4,274,049) or $(.79), per basic and
diluted loss per share.

NOTE F - COMMITMENTS

[1]   The Company  occupies  office space under a lease expiring on February 28,
      2006.  Rental  expense  relating to the lease  amounted  to  $167,966  and
      $164,819 for the years ended December 31, 1999 and 1998, respectively.

      Minimum future annual rental payments at December 31, 1999 are as follows:


              2000                                  $   139,100
              2001                                      139,100
              2002                                      139,100
              2003                                      139,100
              2004                                      139,100
              Thereafter                                162,200
                                                    -----------

                                                    $   857,700
                                                    ===========

[2]   The Company has a Retirement  Savings Plan for its employees,  pursuant to
      Section 401(k) of the Internal Revenue Code. Employee contributions to the
      plan  and the  Company's  matching  contributions  vest  immediately.  The
      Company's  contribution  to the plan,  in  accordance  with the plan's top
      heavy  provisions,  amounted to approximately  $10,100 and $9,800,  in the
      twelve months ended December 31, 1999 and 1998, respectively.


NOTE G - FINANCIAL INFORMATION RELATING TO OPERATING SEGMENTS

The  Company's  reportable  segments  are  strategic  business  units that offer
different  services  as  described  in Note A. The  accounting  policies  of the
segments  are  the  same  as  those  described  in the  summary  of  significant
accounting  policies.  The Company  evaluates  performance of a segment based on
income or loss from operations before income taxes.
<PAGE>
<TABLE>
<CAPTION>

                                                                          Year Ended December 31, 1999
                                                     ---------------------------------------------------------------------
                                                                                           E-recruiting
                                                          Merchant         Consulting         related
                                                          Banking          Services          Services             Total
                                                     ---------------    ---------------  ---------------   ---------------
<S>                                                  <C>                <C>              <C>               <C>
      Revenues                                       $     2,440,058    $       615,314  $        30,098   $     3,086,352
      Interest income (1)                                  1,771,680                                             1,771,680
      Interest expense (2)                                 2,926,622                                             2,926,622
      Depreciation and amortization                          310,035                             168,211           478,246
      Income (loss) from operations                           28,118           (787,964)      (3,281,770)       (4,041,616)
      Segment assets                                      79,007,970             89,600          583,661        79,681,231
      Capital expenditures                                50,545,579             24,662          544,182        51,114,423

</TABLE>
                                                                            F-14
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES


NOTE G - FINANCIAL INFORMATION RELATING TO OPERATING SEGMENTS  (CONTINUED)
<TABLE>
<CAPTION>

                                                                          Year Ended December 31, 1998
                                                     ---------------------------------------------------------------------
                                                                                           E-recruiting
                                                          Merchant         Consulting         related
                                                          Banking          Services          Services             Total
                                                     ---------------    ---------------  ---------------   ---------------
<S>                                                  <C>                <C>              <C>               <C>
      Revenues                                       $     1,966,509    $     1,040,000                    $     3,006,509
      Interest income (1)                                  3,919,885                                             3,919,885
      Interest expense (2)                                 4,993,779                                             4,993,779
      Depreciation and amortization                           36,779                     $      42,630              79,409
      Income (loss) from operations                         (551,938)           171,077       (351,345)           (732,206)
      Segment assets                                      83,377,206             21,100        141,829          83,540,135
      Capital expenditures                                20,077,022                            94,074          20,171,096
      Investment in equity method investee                    12,574                                                12,574
      Equity in net income of investees                       22,101                                                22,101

</TABLE>
(1)   Includes  interest on  restricted  investments  of  1,393,948,  (1999) and
      $3,502,350 (1998) which was included in real estate leased expenses in the
      Consolidated Statements of Operations.

(2)   Includes  interest  expense on bonds of $2,799,381  (1999) and  $4,595,202
      (1998)  which  was  included  in  real  estate  leased   expenses  in  the
      Consolidated Statement of Operations.

All of the Company's  revenues are  attributable  to, and all of its  long-lived
assets are located, in the United States.


NOTE H - LITIGATION

In February  2000,  the Company,  in exchange for a nominal  amount,  obtained a
release from all claims arising from a 1996 litigation.

                                                                            F-15
<PAGE>
Item 8.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure.

         None.



                                       17
<PAGE>



                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

         The information  required to be furnished  pursuant to this item is set
         forth under the caption  "Management"  in the  registrant's  definitive
         proxy statement to be filed with the Securities and Exchange Commission
         within 120 days of the end of the fiscal year ended  December 31, 1999,
         the period covered by this Form 10-KSB,  and is incorporated  herein by
         reference.


                                       18
<PAGE>


Item 10. Executive Compensation.

         The information  required to be furnished  pursuant to this item is set
         forth under the caption  "Executive  Compensation"  in the registrant's
         definitive proxy statement to be filed with the Securities and Exchange
         Commission within 120 days of the end of the fiscal year ended December
         31, 1999, the period covered by this Form 10-KSB,  and is  incorporated
         herein by reference.



                                       19
<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management

         The information  required to be furnished  pursuant to this item is set
         forth  under the  caption  "Security  Ownership  of Certain  Beneficial
         Owners and Management" in the  registrant's  definitive proxy statement
         to be filed with the Securities and Exchange Commission within 120 days
         of the end of the  fiscal  year ended  December  31,  1999,  the period
         covered by this Form 10-KSB, and is incorporated herein by reference.




                                       20
<PAGE>



Item 12. Certain Relationships and Related Transactions

         The information  required to be furnished  pursuant to this item is set
         forth   under  the   caption   "Certain   Relationships   and   Related
         Transactions"  in the  registrant's  definitive  proxy  statement to be
         filed with the  Securities and Exchange  Commission  within 120 days of
         the end of the fiscal year ended  December 31, 1999, the period covered
         by this Form 10-KSB, and is incorporated herein by reference.



                                       21
<PAGE>
Item 13. Exhibits, List and Reports on Form 8-K.

                  (a)      Exhibits
                           --------

                  Certain   of   the    following    exhibits,    as   indicated
                  parenthetically,  were  previously  filed as exhibits to other
                  reports or  registration  statements  filed by the  Registrant
                  under  the  Securities  Act of 1933 or  under  the  Securities
                  Exchange Act of 1934 and are hereby incorporated by reference.

                  3.1         Restated   Certificate  of  Incorporation  of  the
                              Registrant  filed on July 31, 1987 and  amendments
                              thereto filed on June 8, 1989,  September 14, 1990
                              and  December  2, 1991.  Certificate  of change of
                              location of  registered  office and of  registered
                              agent  filed  on May  7,  1992.  (Incorporated  by
                              reference  to the  Registrant's  Annual  Report on
                              Form 10-KSB for the year ended December 31, 1997.)

                  3.2         Amended and  Restated  By-Laws of the  Registrant.
                              (Incorporated  by  reference  to the  Registrant's
                              Annual  Report on Form  10-KSB  for the year ended
                              December 31, 1995.)

                  10.1        Lease of the Company's  executive  offices,  dated
                              February 29, 1996.  (Incorporated  by reference to
                              the Registrant's  Annual Report on Form 10-KSB for
                              the year ended December 31, 1996.)

                  10.2        CareerEngine Network, Inc. 1999 Stock Option Plan.

                  10.3        Indenture  of  Trust  between   Movieplex   Realty
                              Leasing,  L.L.C. and First Union National Bank, as
                              Trustee, dated November 1, 1997.  (Incorporated by
                              reference  to the  Registrant's  Annual  Report on
                              Form  10-KSB/A  for the year  ended  December  31,
                              1997.)

                  10.4        Form of Bond.  (Incorporated  by  reference to the
                              Registrant's  Annual  Report on Form  10-KSB/A for
                              the year ended December 31, 1997.)


                                       22
<PAGE>



                  10.5        Master Lease  between  Movieplex  Realty  Leasing,
                              L.L.C., as Landlord, and Carmike Cinemas, Inc., as
                              Tenant, dated November 20, 1997.  (Incorporated by
                              reference  to the  Registrant's  Annual  Report on
                              Form  10-KSB/A  for the year  ended  December  31,
                              1997.)1

                  10.6        Reimbursement Agreement,  dated as of November 20,
                              1997, among Movieplex  Realty Leasing,  L.L.C, the
                              Lenders,   and  Wachovia  Bank,  N.A.,  as  Agent.
                              (Incorporated  by  reference  to the  Registrant's
                              Annual  Report on Form 10-KSB/A for the year ended
                              December 31, 1997.)1

                  10.7        Form  of  Letter  of  Credit.   (Incorporated   by
                              reference  to the  Registrant's  Annual  Report on
                              Form  10-KSB/A  for the year  ended  December  31,
                              1997.)

                  10.8        Form of Bond Purchase  Agreement between Movieplex
                              Realty Leasing, L.L.C. and {the Purchaser],  dated
                              November 20, 1997.  (Incorporated  by reference to
                              the  Registrant's  Annual  Report on Form 10-KSB/A
                              for the year ended December 31, 1997.)


--------
1 Portions of this exhibit have been  deleted per the  Registrant's  request for
confidential treatment and filed separately with the Commission pursuant to Rule
24b-2

                                       23
<PAGE>
                  10.9        Agency and Development Agreement between Movieplex
                              Realty Leasing,  L.L.C. and Carmike Cinemas, Inc.,
                              dated   November   20,  1997.   (Incorporated   by
                              reference  to the  Registrant's  Annual  Report on
                              Form  10-KSB/A  for the year  ended  December  31,
                              1997.)

                  21.0        Subsidiaries of the Registrant.

                  (b)         No reports on Form 8-K have been filed  during the
                              last quarter covered by this report.


                                       24
<PAGE>


                                   SIGNATURES
Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the  undersigned,  thereunto duly authorized on the 14th day of April,
2000.

CareerEngine Network, Inc.


   /s/George W. Benoit
   ----------------------
   George W. Benoit, Chairman of the Board
                  and Chief Executive Officer


   /s/Anthony S. Conigliaro
   ------------------------
   Anthony S. Conigliaro, Vice President
                  and Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the  following  persons on behalf of the  Registrant in
the capacities indicated on the 14th day of April, 2000.


    Signature                            Title
    ---------                            -----


/s/George W. Benoit       Chairman of the Board, President,
-------------------       Chief Executive Officer
(George W. Benoit)


/s/Joseph G. Anastasi     Director
---------------------
(Joseph G. Anastasi)


/s/Charles W. Currie      Director
--------------------
(Charles W. Currie)


/s/James J. Murtha        Director
------------------
(James J. Murtha)


/s/David W. Dube          Director
----------------
(David W. Dube)

                                       25
<PAGE>

/s/Kevin J. Benoit        Director
------------------
(Kevin J. Benoit)


                                       26