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
               EXCHANGE ACT OF 1934  (Fee required)


         For the fiscal year ended   December 31, 2001
                                    -----------------

    [   ]      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.)

        575 Madison Avenue, Suite 502, New York, N.Y.             10022
-------------------------------------------------------        -----------
            (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 2001, its most recent fiscal year, were
$1,242,980.

         As of February 28, 2002, the aggregate market value of voting stock
held by non-affiliates of the Issuer was approximately $4,163,208.

         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 28, 2002
            -----                       --------------------------------

   Common stock - par value $.10                      5,570,944
   -----------------------------                      ---------

                    DOCUMENTS INCORPORATED BY REFERENCE

         None.

                                                       (Cover page 2 of 2 pages)
<PAGE>






                                     PART I


Item l.  Description of Business.

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

                  CareerEngine Network, Inc., through its wholly-owned
                  subsidiary CareerEngine, Inc., is engaged in the business of
                  e-recruiting. CareerEngine Network, Inc. and all its
                  subsidiaries are hereinafter collectively referred to as the
                  "Company," "our," or "we" unless the context requires
                  otherwise.

                  In August 2000, we discontinued our merchant banking
                  operations, which consisted of our real estate project with
                  Carmike Cinemas, Inc., and our financial consulting
                  operations. Accordingly, our remaining operations, as stated
                  above, are solely from our e-recruiting activities. Our
                  financial resources and our management's efforts are currently
                  focused entirely on this segment.

                  Our Continuing Operations
                  -------------------------

                  E-recruiting activities are derived from the operations of the
                  two divisions of our wholly-owned subsidiary, CareerEngine,
                  Inc. These divisions, CareerEngine Network and CareerEngine
                  Solutions, provide e-recruiting services.

                  Our Network Division operates 6 portal career sites organized
                  by specific job function and diversity.

                  These sites enable employers and recruiters to post job
                  offerings for specific target areas in one or more of our
                  career specific sites. Prospective employees can search for
                  jobs, confidentially post their resumes, and avail themselves
                  of a host of other services.

                  Our Solutions Division develops and maintains career sites for
                  companies and recruiters. We customize these sites to reflect
                  the particular look and feel of our customers' websites
                  utilizing our software that we make available on an ASP basis.
                  We believe that offering a prospective client the opportunity
                  to participate in our network of career sites and having us
                  build a career center for the client's own website, gives us a

                                       3
<PAGE>

                  flexibility which we believe is not enjoyed by any of our
                  competitors. We believe that by offering multiple products and
                  services to address online recruiting needs, we have
                  established our own unique niche in the online recruiting
                  market.

                           Our CareerEngine Network Division
                           ---------------------------------

                           Most online job sites that offer aggregate listings
                  in different fields lack specialized capabilities. Their
                  postings are broad based, covering all types of jobs in many
                  industries. As a result, job seekers must often search through
                  exhaustive lists of unsuitable opportunities. The CareerEngine
                  Network is different. Our category specific approach enables
                  job seekers to focus on those opportunities that are suitable
                  for their skills. We do this by limiting employment
                  opportunities in each database to the industry covered by that
                  database. This helps to reduce the quantity of non-related
                  postings delivered by a key word search. Recruiters and
                  employers can quickly find and attract qualified candidates
                  with specialized skills and expertise. We attempt to screen
                  our employment postings for specificity, although we are not
                  always successful. However, we believe we offer a network of
                  career sites through which a recruiter can conveniently and
                  cost effectively focus on highly trained qualified candidates
                  suited for specific job openings. The vertical orientation of
                  our job sites - which encompass fields ranging from accounting
                  to sales and IT - makes it easier for job seekers and
                  potential employers to locate and evaluate one another.

                  We derive a significant number of job postings through
                  independent distributors. These distributors include major
                  online and offline recruitment advertising firms and major
                  recruitment and placement agencies that seek a variety of
                  websites, both category specific and broad based, to post
                  their clients' job openings. Some of our distributors include
                  Bernard Hodes, TMP Worldwide, Shaker Advertising and
                  RecruitUSA.

                  Among the services provided to employers and recruiters on our
                  network is the opportunity to access our confidential resume
                  database containing resumes placed on our category specific
                  websites by job seekers. These resumes are furnished to them
                  with built-in safeguards to protect the privacy concerns of
                  applicants.
                                       4
<PAGE>

                  Revenue from the CareerEngine Network Division is derived from
                  job placement advertisements.

                           Our CareerEngine Solutions Division
                           -----------------------------------

                           Online career centers are becoming increasingly
                  utilized by web publishers, corporations and other
                  organizations such as search firms that can generate revenue
                  by selling job postings. Web publishers can utilize career
                  centers to create additional revenue streams through
                  advertising and retain visitors. Corporations can use a career
                  center to make their online recruitment efforts more
                  productive. Our CareerEngine Solutions Division offers the
                  experience, staff and know-how to build, host and maintain on
                  an ASP basis career centers for on and offline organizations
                  more effectively, quicker and at less cost than would be the
                  case if the organizations built and maintained their own
                  websites. Our management believes that these career centers
                  should provide a company with the opportunity to attract and
                  recruit the best candidates by being able to offer them the
                  ability to quickly assess the company's visions and
                  competitive advantages by accessing information placed by the
                  company in appropriate fields provided by us.

                  We develop customized career websites for our clients and
                  recommend proprietary "plug-ins" that incorporate the latest
                  technology - such as job search agents and confidential resume
                  hosting. If the site we construct becomes an important revenue
                  producer for the client, they have the option of joining the
                  CareerEngine Network and utilizing the sales representatives
                  of our distributors to sell and market job postings for their
                  sites. We also provide programs to help our clients facilitate
                  their site updates and provide them with customer service
                  capabilities.

                  Revenues generated by this division include fees generated
                  from website construction services, monthly subscription-type
                  revenue streams based upon contractual terms for maintenance
                  and website hosting services, and fees from consulting
                  services.

                  Our Discontinued Operations
                  ---------------------------

                  During the past five years we had concentrated in providing
                  merchant and investment banking (primarily related to real
                  estate projects such as our project with Carmike Cinemas,
                  Inc.), financial consulting, and e-recruiting services. In

                                       5
<PAGE>

                  2000 our Board of Directors decided to discontinue the
                  merchant and investment banking and financial consulting
                  segments to concentrate our efforts on our online recruiting
                  business.

                  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. 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, increased 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.

                                       6
<PAGE>

                  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 fluctuated with the debt service payments
                  on the related bonds and the cash return due to the Common and
                  Preferred Members of Movieplex. The lease required 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 had 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 had the option to purchase, not less than all
                  the theaters, at an amount based on a predetermined future
                  value.

                  Bonds payable were secured by irrevocable letters of credit
                  issued by a group of banks which, in turn, were collateralized
                  solely by the related land and theaters thereon. In connection
                  therewith the Company entered into a Reimbursement Agreement
                  with Wachovia, N.A. as agent for the banks, under which the
                  Company was obligated to remit all rent received under the
                  lease to Wachovia to reimburse the banks for the Bond payments
                  made by draws on their letters of credit. The bonds bore
                  interest, payable monthly, at a variable base rate indexed to
                  the 30-day, high-grade commercial paper rate which was reset
                  weekly. Principal on the bonds was 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 3% 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

                                       7
<PAGE>

                  Membership interests are entitled to a cash return based on a
                  formula specified within the lease.

                  On August 8, 2000, Carmike filed a petition under Chapter 11
                  of the United States Bankruptcy Code. As a result of that
                  filing and Carmike's subsequent failure to pay rent to date
                  under the lease, the Company failed to make required payments
                  to Wachovia under the Reimbursement Agreement. Accordingly, on
                  August 15, 2000, Wachovia declared a default under the
                  Reimbursement Agreement and accelerated all amounts due by the
                  Company thereunder. Wachovia also directed the Trustee under
                  the related indenture to redeem the bonds. On August 15, 2000
                  the bonds were paid entirely through draws on the related
                  letters of credit. Accordingly, amounts previously payable on
                  the bonds became payable to the banks immediately under the
                  Reimbursement Agreement. Interest and fees which have been
                  accrued on the reimbursement obligations through December 2001
                  have been recorded with a corresponding amount of accrued rent
                  receivable from Carmike. On January 31, 2002 title to the six
                  theaters was transferred to the banks in payment of the
                  non-recourse debt under the Reimbursement Agreement and the
                  Company will recognize in 2002 a gain of $3,512,884,
                  representing the excess of the liabilities over the carrying
                  value of the assets relating to the real estate leased to
                  Carmike. In addition, the Company received approximately
                  $295,000 in connection with the sale of its common membership
                  interest in Movieplex relating to the transfer of title of the
                  movie theaters to Wachovia.

                  General

                  The Company was incorporated under the laws of the State of
                  Delaware in 1968. It maintains offices at 575 Madison Avenue,
                  Suite 502, New York, New York 10022 and its telephone number
                  is (2l2) 775-0400.

                  Unless the context requires otherwise, the term "Company,"
                  "our," or "we" 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.; A.E. Lander Corp. (formerly
                  Alexander Edwards International, Inc.); and Matthews & Wright,

                                       8
<PAGE>

                  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 15, 2002, the Company had 10 employees.

                  Competition
                  -----------

                  The market for online recruiting services is relatively new,
                  intensely competitive and rapidly evolving. There are minimal
                  barriers to entry, and current and new competitors can launch
                  new websites and add content at relatively low costs within
                  relatively short time periods. We expect competition to
                  persist and intensify and the number of competitors to
                  increase significantly in the future. We compete against large
                  online recruiting services that operate "generalist sites"
                  that offer single database job boards, such as Monster.com,
                  HotJobs.com, CareerBuilder.com, HeadHunter.net, as well as
                  corporate Internet sites, and not-for-profit websites operated
                  by individuals, educational institutions and governmental
                  agencies. We also compete against some companies that offer
                  one or more specific career sites oriented toward the
                  community served by one or more of our vertical career sites,
                  and with an increasing number of companies offering ASP
                  services that construct, host and maintain career centers for
                  individual corporations, professional associations and other
                  organizations. In addition to this online competition, we
                  compete against a variety of companies that provide similar
                  content through one or more media, such as classified
                  advertising, radio and television. Many of our current and
                  potential competitors, including those mentioned above, have
                  significantly greater financial, technical and marketing
                  resources, longer operating histories, better name recognition
                  and more experience than we do. Many of our competitors also
                  have established relationships with employers, recruiters and
                  other job posters.

                  Regulation
                  ----------

                  The Company does not believe that they are subject to
                  regulation in the current conduct of its business.


                                       9
<PAGE>



                  American Stock Exchange (the "Exchange") Listing
                  ------------------------------------------------

                  The Company has received a letter dated March 15, 2002 from
                  the Exchange (the "Letter") indicating that the Company is not
                  in compliance with the Exchange's continuing listing
                  requirements in that the Company has sustained losses from
                  continuing operations and/or net losses in three of its four
                  most recent fiscal years and its Stockholders' Equity is less
                  than $4,000,000.

                  Pursuant to the Letter the Company must submit to the
                  Exchange, by April 15, 2002, its plan to regain compliance.
                  The Company's plan must be approved by the Exchange. Promptly
                  thereafter, a public disclosure advising investors and
                  potential investors of the deficiency with regard to the
                  Exchange's continuing listing standards and the Company's plan
                  to regain compliance must be made by the Company.

                  The plan is also subject to periodic monitoring by the
                  Exchange. Assuming the Company's plan is approved by the
                  Exchange and it reasonably achieves its scheduled financial
                  milestones as determined by the Exchange, the Company will
                  have until December 31, 2002 to regain compliance with the
                  continuing listing requirements of the Exchange. If the
                  Company's plan is not approved by the Exchange, or it does not
                  reasonably achieve its scheduled financial milestones as
                  determined by the Exchange, or its Stockholders' Equity does
                  not equal or exceed $4,000,000 by December 31, 2002, the
                  Company will lose its listing on the Exchange.

                  The Company is attempting to raise additional financing to
                  regain compliance. The Company is actively pursuing these
                  alternatives as well as others so as maintain its listing on
                  the Exchange.

                  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,"

                                       10
<PAGE>

                  "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.


                                       11
<PAGE>


Item 2.           Description of Property.

                  The Company leased 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 was to expire on February 28, 2006.
                  This office was utilized as the Company's executive office in
                  addition to housing its e-recruiting activities. With the
                  destruction of the World Trade Center on September 11, 2001,
                  the Company's obligations under the lease were effectively
                  terminated.

                  The Company currently leases, on a month-to-month basis,
                  approximately 1,000 square feet of office space at Suite 502,
                  575 Madison Avenue in New York City at a monthly rental rate
                  of $5,000. This rental arrangement expires April, 2002. The
                  Company is currently negotiating to sublet approximately 1,500
                  square feet of space located at 200 West 57th Street, New
                  York, New York at a base rental rate of $5,000 per month on a
                  month-to-month basis.


                                       12
<PAGE>


Item 3.           Legal Proceedings.

                  In February 2000 and August 2001, the Company settled claims
                  arising from 1996 and 2000 litigations and obtained releases
                  from liability.

                  The Company is a party to various vendor related litigations.
                  Based on the opinion of legal counsel, the Company has accrued
                  a liability of approximately $100,000 and, accordingly, this
                  liability has been reflected in accounts payable and accrued
                  expenses in the Company's financial statements.



                                       13

<PAGE>


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

                  None.

                                       14

<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 28, 2002 was 235.

                  Equity Sale Prices:
                  ------------------

                                                   Common Stock
                                                   ------------
                                       High Sales Price         Low Sales Price
                                       ----------------         ---------------
                          2000
                      1st Quarter              5.00                      2.75
                      2nd Quarter              3.0625                    1.75
                      3rd Quarter              2.1875                    1.1875
                      4th Quarter              1.9375                    0.9375

                          2001
                      1st Quarter              1.8125                    0.60
                      2nd Quarter              1.2                       0.45
                      3rd Quarter              .75                       0.15
                      4th Quarter              2.00                      0.50


                  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.

                  Private Issuance of Company Securities:
                  --------------------------------------

                  None.


                                       15
<PAGE>


Item 6.           Management's Discussion and Analysis.

                  In August 2000, we discontinued our merchant banking
                  operations, which consisted of our real estate project with
                  Carmike Cinemas, Inc., and our financial consulting
                  operations. Accordingly, our remaining operations are solely
                  from our e-recruiting segment.

                  E-recruiting activities are derived from the operations of the
                  two divisions of our wholly-owned subsidiary, CareerEngine,
                  Inc. These divisions, CareerEngine Network and CareerEngine
                  Solutions, provide on- and off-line companies with products
                  and services addressed to meeting on-line recruiting problems.

         A.       Results of Operations:  2001 Compared to 2000

                  Revenues

                  Total revenues from continuing operations decreased to
                  $1,242,980 in 2001 from $2,918,276 for 2000.

                  E-recruiting related services decreased to $796,870 in 2001
                  from $1,228,671 in 2000 as the operations of our subsidiary,
                  CareerEngine, Inc. have been significantly reduced since
                  January 2001.

                  Income on securities transactions, net decreased to $420,253
                  for 2001 from $1,492,821 for 2000 due to the cessation of cash
                  management and investing activities effective April 1, 2001.
                  This revenue category includes the net profit from our cash
                  management and our investing in futures, puts, calls,
                  municipals and other securities.

                  Interest income decreased to $25,857 in 2001 from $196,784 in
                  2000 due to the reduced amount of funds available for
                  investment.

                  Expenses

                  Total expenses from continuing operations decreased to
                  $3,931,317 for 2001 from $8,089,134 in 2000.

                  Compensation and related costs decreased to $1,970,411 for
                  2001 from $3,493,629 for 2000. The decrease is due to the
                  Company's cost reduction strategy, consisting primarily of
                  significant staff reductions, which commenced in December
                  2000.


                                       16
<PAGE>

                  Advertising expense decreased to $244,490 for 2001 from
                  $1,563,693 for 2000 as CareerEngine, Inc. commenced a cost
                  reduction program, focused primarily on compensation and
                  advertising related expenditures.

                  General and administrative expenses decreased to $1,330,494
                  for 2001 from $2,486,085 for 2000 due primarily to the
                  significantly reduced operating costs associated with our
                  subsidiary, CareerEngine, Inc. These costs consisted
                  principally of travel, telephone and legal expenses, supplies,
                  and website related expenditures.

                  Interest expense decreased to $385,922 for 2001 from $545,727
                  for 2000 primarily due to (i) an increase in interest related
                  to the debentures payable issued in July and August 2000 and
                  (ii) a decrease in interest related to our outstanding tax
                  assessment due to the commencement of monthly payment in
                  August 2000.

                  Operating Loss

                  On a pre-tax basis, we had a loss of $2,688,337 for the year
                  ended December 31, 2001 from continuing operations compared
                  with a loss of $5,170,858 for the year ended December 31, 2000
                  from continuing operations due to the expenses associated with
                  CareerEngine, Inc. For Federal income tax purposes, as of
                  December 31, 2001, we had net operating loss carryforwards of
                  approximately $26,639,000 available to reduce future taxable
                  income. These carryforwards expire in the years 2005 through
                  2021.

                  Our loss from continuing operations for the year ended
                  December 31, 2001 was $2,697,857 compared with a loss from
                  continuing operations of $5,186,198 for the year ended
                  December 31, 2000. For the year ended December 31, 2001, loss
                  per common share from continuing operations, basic and
                  diluted, was $.49 per share. For the year ended December 31,
                  2000, loss per common share from continuing operations, basic
                  and diluted, was $.95 per share.

                  Our loss from discontinued operations for the year ended
                  December 31, 2001 was $87,750 compared with a loss from
                  discontinued operations of $966,412 for the year ended
                  December 31, 2000. For the year ended December 31, 2001, loss
                  per common share from discontinued operations, basic and
                  diluted, was $.02 per share. For the year ended December 31,

                                       17
<PAGE>

                  2000, loss per common share from discontinued operations,
                  basic and diluted, was $.18 per share.

                  Our net loss for the year ended December 31, 2001 was
                  $2,785,607, compared with a net loss of $6,152,610 for the
                  year ended December 31, 2000. For the year ended December 31,
                  2001, net loss per common share, basic and diluted, was $.51
                  per share. For the year ended December 31, 2000, net loss per
                  common share, basic and diluted, was $1.13 per share.

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

                  The Company has incurred substantial losses from continuing
                  operations, sustained substantial operating cash outflows, has
                  a working capital deficit and at December 31, 2001 has a
                  capital deficiency. Management believes that such losses and
                  negative operating cash flows will continue in fiscal year
                  2002. The above factors raise substantial doubt about the
                  Company's ability to continue as a going concern. The
                  Company's continued existence is dependent on its ability to
                  obtain additional equity and/or debt financing to fund its
                  operations and ultimately to achieve profitable operations.
                  The Company is attempting to raise additional financing and
                  has initiated a cost reduction strategy. However, the Company
                  has been notified that, subject to procedural requirements of
                  the American Stock Exchange, its stock may be delisted. There
                  is no assurance that the Company will obtain additional
                  financing or achieve profitable operations or cash flow. The
                  financial statements do not include any adjustments relating
                  to the recoverability or classification of recorded asset
                  amounts or the amount and classification of liabilities that
                  might be necessary as a result of this uncertainty.

                  During 2001, we continued our cost reduction strategy
                  consisting primarily of a 66% staff reduction since March 15,
                  2001, and we have reduced our monthly advertising expenditure
                  rate to a level that is more than 95% less than comparable
                  expenditure rate of a year ago.

                  Historically, we have sustained our operations primarily from
                  the use of our own financial resources, the net proceeds
                  generated from our cash management activities, and from the
                  proceeds of the private financing of units completed in June
                  and August 2000. However, if the actual costs of our business

                                       18
<PAGE>

                  are higher than projected or our contemplated future revenues
                  fall below our current expectations, we will require
                  additional financing.

                  We are seeking sources of financing, most likely from one or
                  more additional public or private equity or debt offerings. We
                  currently have no commitments for any of such additional
                  funding. We may not be able to raise needed cash on terms
                  acceptable to us or at all. Financings may be on terms that
                  are dilutive or potentially dilutive to our stockholders. If
                  sources of financing are required, but are insufficient or
                  unavailable, we will be required to modify our growth and
                  operating plans to the extent of available funding, which
                  would have an adverse effect on the successful implementation
                  of our planned business development.

                  We do not have any material commitments for capital
                  expenditures as of December 31, 2001.

         C.       Inflation
                  ----------

                  The Company believes that inflation does not significantly
                  impact its current operations.


                                       19
<PAGE>


Item 7.           Financial Statements.

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


                                       20
<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 as of December 31, 2001, and the related consolidated statements of
operations, changes in capital deficit 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 auditing standards generally accepted
in the United States of America. 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 enumerated above present fairly, in all
material respects, the consolidated financial position of CareerEngine Network,
Inc. and subsidiaries as of December 31, 2001, 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 accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has experienced substantial operating losses,
sustained substantial operating cash outflows, and at December 31, 2001 has a
capital deficiency and anticipates that such conditions will continue in fiscal
year 2002. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note A. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

In connection with our audit of the consolidated financial statements enumerated
above, we examined the pro forma adjustments that reflect the transfer on
January 31, 2002 of title to six theaters in payment of non-recourse debt (the
"Transfer"), the gain directly attributable to that transfer as described in
Note J and the application of those adjustments to the historical amounts in the
accompanying pro forma balance sheet as of December 31, 2001. In our opinion,
management's assumptions provide a reasonable basis for presenting the
significant effects directly attributable to the Transfer described in Note J,
the related pro forma adjustments give appropriate effect to those assumptions
and the pro forma column reflects the proper application of those adjustments to
the historical financial statement amounts in the pro forma balance sheet as of
December 31, 2001.



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

New York, New York
March 19, 2002

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES


Consolidated Balance Sheet



                                                                        December 31, 2001
                                                                  ----------------------------
                                                                    Historical      Pro-forma
                                                                  ------------    ------------
<S>                                                               <C>             <C>
ASSETS

Current:
   Cash and cash equivalents                                      $    200,782    $    513,338
   Accounts receivable, net                                             71,342          71,342
   Insurance claims receivable                                         346,231         346,231
   Other current assets                                                 26,404          26,404
                                                                  ------------    ------------
      Total current assets                                             644,759         957,315

Fixed assets, net                                                      203,192         203,192
Deferred financing costs, net                                          364,297         364,297
Other assets                                                            37,411          19,855
                                                                  ------------    ------------

                                                                  $  1,249,659    $  1,544,659
                                                                  ============    ============

LIABILITIES

Current:
   Accounts payable and accrued expenses                          $    897,257    $    897,257
   Interest payable                                                     72,000          72,000
   Tax assessment payable                                              852,543         852,543
   Excess of liabilities over assets of discontinued operations      3,512,884          95,000
                                                                  ------------    ------------
      Total current liabilities                                      5,334,684       1,916,800

Debentures payable, net of unamortized discount of $691,748          1,708,252       1,708,252
                                                                  ------------    ------------

                                                                     7,042,936       3,625,052
                                                                  ------------    ------------

Commitments and contingencies (Note I)

CAPITAL DEFICIT

Preferred stock - authorized 1,000,000 shares, par value $0.10;
   none issued
Common stock - authorized 20,000,000 shares, par value $0.10;
   6,789,600 shares issued                                             678,960         678,960
Paid-in surplus                                                     15,996,941      15,996,941
Accumulated deficit                                                (19,596,078)    (15,883,194)
                                                                  ------------    ------------
                                                                    (2,920,177)        792,707

Less treasury stock, at cost - 1,238,656 shares                     (2,873,100)     (2,873,100)
                                                                  ------------    ------------

                                                                    (5,793,277)     (2,080,393)

                                                                  $  1,249,659    $  1,544,659
                                                                  ============    ============
</TABLE>

See notes to financial statements

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

                                                                                Year Ended December 31,
                                                                             ----------------------------
                                                                                2001              2000
                                                                             -----------      -----------
<S>                                                                          <C>              <C>
Revenue:
   Service fee income                                                        $   796,870      $ 1,228,671
   Income on securities transactions                                             420,253        1,492,821
   Interest income                                                                25,857          196,784
                                                                             -----------      -----------

                                                                               1,242,980        2,918,276
                                                                             -----------      -----------

Expenses:
   Compensation and related costs                                              1,970,411        3,493,629
   Advertising                                                                   244,490        1,563,693
   General and administrative                                                  1,330,494        2,486,085
   Interest                                                                      385,922          545,727
                                                                             -----------      -----------

                                                                               3,931,317        8,089,134
                                                                             -----------      -----------

Loss from continuing operations before income taxes                           (2,688,337)      (5,170,858)
Income tax provision                                                               9,520           15,340
                                                                             -----------      -----------

Loss from continuing operations                                               (2,697,857)      (5,186,198)

Discontinued operations:
   Loss from discontinued operations                                             (87,750)        (966,412)
                                                                             -----------      -----------

Net loss                                                                     $(2,785,607)     $(6,152,610)
                                                                             ===========      ===========

Per common share - basic and diluted:
   Loss from continuing operations                                           $      (.49)     $      (.95)
   Loss from discontinued operations                                                (.02)            (.18)
                                                                             -----------      -----------

Net loss per common share                                                    $      (.51)     $     (1.13)
                                                                             ===========      ===========


Weighted average number of common shares outstanding - basic and diluted       5,514,775        5,441,066
                                                                             ===========      ===========
</TABLE>
                                      F-4

See notes to financial statements

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

Consolidated Statements of Changes in Capital Deficit

                                                  Common Stock                                    Treasury Stock
                                              -------------------    Paid-in     Accumulated    ----------------------
                                              Shares       Amount   Surplus         Deficit      Shares      Amount        Total
                                              --------  ---------  ------------  -------------  --------- ------------  -----------
<S>                                         <C>         <C>        <C>           <C>            <C>       <C>           <C>
Balance - January 1, 2000                     6,749,600 $ 674,960  $ 14,984,510  $ (10,657,861) 1,313,927 $ (3,047,709) $ 1,953,900
Treasury stock issued for services,
   at fair value                                                           (831)                   (8,333)      19,313       18,482
Value attributable to warrants issued with
  debentures payable including
  $246,875 applicable to beneficial conversion
  feature, net of related expenses                                    1,038,508                                           1,038,508
Net loss                                                                          (6,152,610)                            (6,152,610)
                                              --------  ---------  ------------  -------------  --------- ------------  -----------

Balance - December 31, 2000                   6,749,600   674,960    16,022,187    (16,810,471) 1,305,594   (3,028,396)  (3,141,720)
Common stock issued for services,
   at fair value                                 20,000     2,000        25,000                                              27,000
Issuance of common stock in connection
   with the exercise of stock options            20,000     2,000        11,000                                              13,000
Treasury stock issued for services,
   at fair value                                                        (61,246)                  (66,938)     155,296       94,050
Net loss                                                                          (2,785,607)                            (2,785,607)
                                              --------- ---------  ------------  -------------  --------- ------------  -----------

Balance - December 31, 2001                   6,789,600 $ 678,960  $ 15,996,941  $ (19,596,078) 1,238,656 $ (2,873,100) $(5,793,277)
                                              ========= =========  ============  =============  ========= ============  ===========
</TABLE>


See notes to financial statements

                                      F-5
<PAGE>
<TABLE>
<CAPTION>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

                                                                                    Year Ended December 31,
                                                                                  ----------------------------
                                                                                     2001              2000
                                                                                  -----------      -----------
<S>                                                                               <C>              <C>
Cash flows from operating activities:
   Loss from continuing operations                                                $(2,697,857)     $(5,186,198)
   Adjustments to reconcile loss from continuing operations to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                                                 366,432          322,991
        Beneficial conversion feature of debentures payable                                            246,875
        Issuance of common and treasury stock for services                            121,050           18,482
        Sale of marketable securities, net                                          1,084,182        3,804,428
        Amortization of debt discount                                                  29,768           18,484
        Changes in:
           Accounts receivable                                                        102,867         (132,589)
           Other receivables                                                           21,605
           Other assets                                                               (48,226)         281,419
           Accrued expenses and other liabilities                                      75,863         (594,802)
                                                                                  -----------      -----------
Cash (used in) continuing operations                                                 (944,316)      (1,220,910)
Cash (used in) discontinued operations                                                (87,750)        (198,071)
                                                                                  -----------      -----------

              Net cash (used in) operating activities                              (1,032,066)      (1,418,981)
                                                                                  -----------      -----------

Cash flows from investing activities:
   Proceeds from surrender of life insurance policies                                 226,390
   Disposal of computer equipment                                                       4,080
   Purchase of furniture and equipment                                                 (1,722)        (599,907)
                                                                                  -----------      -----------
Cash provided by (used in) continuing operations                                      228,748         (599,907)
                                                                                  -----------      -----------

              Net cash provided by (used in) investing activities                     228,748         (599,907)
                                                                                  -----------      -----------

Cash flows from financing activities:
   Proceeds from exercise of stock options                                             13,000
   Proceeds from issuance of debentures, net of $375,025
      of related expenses                                                                            2,024,975
   Increase in tax assessment payable                                                                  221,956
   Principal payments in reduction of tax assessment payable                         (135,258)        (107,961)
                                                                                  -----------      -----------
Cash (used in) provided by continuing operations                                     (122,258)       2,138,970
                                                                                  -----------      -----------

              Net cash (used in) provided by financing activities                    (122,258)       2,138,970
                                                                                  -----------      -----------

Increase (decrease) in cash and cash equivalents                                     (925,576)         120,082
Cash and cash equivalents at beginning of year                                      1,126,358        1,006,276
                                                                                  -----------      -----------

Cash and cash equivalents at end of year                                          $   200,782      $ 1,126,358
                                                                                  ===========      ===========

Supplemental disclosures of cash flow information related to
   continuing operations:
      Issuance of warrants in connection with debentures payable                  $      --        $   200,000
      Cash paid during the year for:
        Interest                                                                  $   356,154      $   219,016
        Income taxes                                                              $     9,520      $    30,684

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

Notes to Financial Statements
December 31, 2001


NOTE A - THE COMPANY

CareerEngine Network, Inc. is engaged in the e-recruiting business through its
subsidiary CareerEngine, Inc., which was formed in 1998 and commenced revenue
producing operations in the fourth quarter of 1999. CareerEngine Network, Inc.
through other subsidiaries was also engaged in merchant banking activities
concentrating on real estate projects and also provided financial consulting
services. On August 16, 2000, the Board of Directors of CareerEngine Network,
Inc. decided to discontinue such operations and accordingly, the accompanying
consolidated financial statements reflect merchant banking activities and
financial consulting services as discontinued operations. The Company's sole
operating segment is the e-recruiting business, which provides services.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As reflected in the accompanying
financial statements, the Company has incurred substantial losses from
continuing operations, sustained substantial operating cash outflows, has a
working capital deficit and at December 31, 2001 has a capital deficiency.
Management believes that such losses and negative operating cash flows will
continue in fiscal year 2002. The above factors raise substantial doubt about
the Company's ability to continue as a going concern. The Company's continued
existence is dependent on its ability to obtain additional equity and/or debt
financing to fund its operations and ultimately to achieve profitable
operations. The Company is attempting to raise additional financing and has
initiated a cost reduction strategy. However, the Company has been notified
that, subject to the procedural requirements of the American Stock Exchange, its
stock may be delisted. There is no assurance that the Company will obtain
additional financing or achieve profitable operations or cash flow. The
financial statements do not include any adjustments relating to the
recoverability or classification of recorded asset amounts or the amount and
classification of liabilities that might be necessary as a result of this
uncertainty.

Catastrophe of September 11, 2001
---------------------------------

The Company's headquarters were located at Suite 2112 of Two World Trade Center
in New York City. With the complete destruction of the building, all of the
Company's leasehold improvements, furniture and fixtures, and office and
computer equipment located at this site were also destroyed (see Note D).

Since the attack, the Company's management has primarily focused its efforts on
(i) the relocation and reestablishment of its business operations, (ii) the
re-creation of its accounting records for the period January 1, 2001 through
September 11, 2001, and (iii) the submission and negotiation of all its
insurance claims, with the assistance of a risk manager, with its insurers.


NOTE B - SIGNIFICANT ACCOUNTING POLICIES APPLICABLE TO CONTINUING OPERATIONS

[1]      Principles of consolidation:

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

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

Notes to Financial Statements
December 31, 2001


NOTE B - SIGNIFICANT ACCOUNTING POLICIES APPLICABLE TO
                     CONTINUING OPERATIONS  (CONTINUED)

[2]      Revenue recognition:

         E-recruiting fees are earned on the placement of banner advertisements,
         job placement advertisements and sponsorship advertisements on the
         Company's web site and are recognized over the period during which the
         advertisements are exhibited. Revenues derived from co-branding
         arrangements with content providers are of a similar nature and were
         recognized over the period during which the advertisements are
         exhibited. Website construction fees are recognized ratably over the
         construction period. Monthly hosting and maintenance fees for such
         sites are recognized ratably over the period of the underlying
         contract.

[3]      Depreciation and amortization:

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

[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, 2001, cash equivalents consist principally of an
         investment of approximately $144,000 in a money market account.

[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 stock options, warrants and convertible debentures did not
         have an effect on the computation as they were anti-dilutive.

[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, 2001 was fully reserved since the
         likelihood of realization of future tax benefits cannot be established.



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

Notes to Financial Statements
December 31, 2001


NOTE B - SIGNIFICANT ACCOUNTING POLICIES APPLICABLE TO
            CONTINUING OPERATIONS  (CONTINUED)

[7]    Derivative financial instruments:

         As part of its investment strategies to profit from anticipated market
         movements, the Company maintained trading positions in a variety of
         derivative financial instruments consisting principally of futures
         contracts in treasuries, stocks and municipal securities. All positions
         were reported at fair value, and changes in fair value are reflected in
         operations as they occurred. The Company realized net gains from
         derivatives sold in 2001 and 2000 of approximately $420,000 and
         $1,493,000, respectively. Such amounts are included in income on
         securities transactions in the accompanying statements of operations.
         At December 31, 2001, no derivative financial instruments were held by
         the Company and the average fair value of such instruments held during
         the years was not material.

[8]    Stock-based compensation:

         The Company has elected 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
         employee/director 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.

[9]    Use of estimates:

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America 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.

[10]   Advertising costs:

         Advertising costs are expensed as incurred.

[11]   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 nil and
         $133,000 during the years ended December 31, 2001 and 2000,
         respectively, are being amortized using the straight-line method over
         an estimated useful life of three years.

                                      F-9
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Notes to Financial Statements
December 31, 2001


NOTE B - SIGNIFICANT ACCOUNTING POLICIES APPLICABLE TO
            CONTINUING OPERATIONS  (CONTINUED)


[12]   Impairment of long-lived assets:

         Impairment losses are recognized for long-lived assets used in
         operations when indicators of impairment are present and the
         undiscounted cash flows estimated to be generated by those assets are
         not sufficient to recover the assets' carrying amount. The impairment
         loss is measured by comparing the fair value of the asset to its
         carrying amount. No write-down of assets for impairment losses were
         required during the years ended December 31, 2001 and 2000.

[13]   Deferred financing costs:

         Deferred financing costs are being amortized on a straight-line basis
         over the term of the debentures.

[14]   Recently issued accounting pronouncements:

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
         Impairment or Disposal of Long-Lived Assets." SFAS No. 144 retains the
         requirements of SFAS No. 121 to recognize an impairment loss only if
         the carrying value of a long-lived asset is not recoverable from its
         estimated undiscounted cash flows and to measure an impairment loss as
         the difference between the carrying value and fair value of the asset,
         but it establishes new standards for long-lived assets to be disposed
         of. SFAS No. 144 is effective for fiscal years beginning after December
         15, 2001. Management believes that the adoption of this standard will
         not have a significant impact on the Company's financial position or
         results of operations.


NOTE C - INCOME TAXES

The income tax provision applicable to continuing operations, all of which is
current, consists of the following:

                                                               Year Ended
                                                               December 31,
                                                        ------------------------
                                                          2001            2000
                                                        -------          -------

Federal                                                 $  --            $  --
State and local franchise taxes                           9,520           15,340
                                                        -------          -------


                                                        $ 9,520          $15,340
                                                        =======          =======


At December 31, 2001, the Company has a net operating loss carryforward for
federal income tax purposes of approximately $26,639,000, which expires in the
years 2005 through 2021.



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

Notes to Financial Statements
December 31, 2001

NOTE C - INCOME TAXES (CONTINUED)

The Company's deferred tax asset consists of the following:

<TABLE>
<CAPTION>
                                                                     2001             2000
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Deferred tax assets:
   Net operating loss carryforward                               $ 12,254,000      $ 10,971,000
   Liability for interest and state taxes related to federal
      tax settlement                                                  289,000           356,000
   Other                                                               12,000            33,000
                                                                 ------------      ------------
      Total deferred tax assets, before valuation allowance        12,555,000        11,360,000
   Valuation allowance                                            (11,795,000)      (10,600,000)
                                                                 ------------      ------------

      Total deferred tax assets                                       760,000           760,000
                                                                 ------------      ------------
Deferred tax liability:
   Deferred rental income                                            (760,000)         (760,000)
                                                                 ------------      ------------

                                                                 $          0      $          0
                                                                 ============      ============
</TABLE>

The valuation allowance increased by approximately $1,195,000 during 2001 and
$2,712,000 during 2000.

The effective tax rate applicable to continuing operations varied from the
statutory federal income tax rate as follows:
<TABLE>
<CAPTION>

                                                                          Year Ended
                                                                         December 31,
                                                                     -------------------
                                                                      2001         2000
                                                                      ----         ----

<S>                                                                  <C>         <C>
       Statutory rate                                                (34.00)%    (34.00)%
       State and local taxes, net of federal income tax effect       (12.00)     (12.00)
       Nondeductible expenses                                          1.19        3.20
       Tax exempt interest                                             0.00       (1.30)
       Valuation allowance                                            44.45       43.80
                                                                      -----       -----

       Effective rate                                                  (.36)%      (.30)%
                                                                      =====       =====
</TABLE>


The Internal Revenue Service ("IRS") 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. During 2001
and 2000, the Company accrued additional interest expense of $68,154 and
$131,630, respectively, related to the tax deficiency. Commencing in August
2000, pursuant to an understanding with the IRS, the Company began paying
$30,000 per month until the assessed tax deficiency relating to the years 1985
through 1989 and interest thereon is fully satisfied. However, after a

                                      F-11


<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Notes to Financial Statements
December 31, 2001



NOTE C - INCOME TAXES (CONTINUED)


technical review by special tax counsel of the tax deficiency and related
interest, management of the Company believes that there may be a basis for its
reduction. Management is actively pursuing such a reduction at this time.
Pending the ultimate resolution of this matter with the IRS, in September 2001
the Company temporarily suspended making monthly payments. At December 31, 2001,
the outstanding balance of the liability amounted to $853,000 including related
additional state and local taxes and interest.


NOTE D - INSURANCE CLAIMS RECEIVABLE AND FIXED ASSETS

The Company's headquarters were located at Suite 2112 of Two World Trade Center
in New York City. With the complete destruction of the building on September 11,
2001, all of the Company's leasehold improvements, furniture and fixtures, and
office and computer equipment located at this site were destroyed.

The net carrying value of the destroyed assets of the Company amounted to
$356,531 at September 11, 2001 which consisted of:

                  Leasehold improvements                      $  76,809
                  Furniture and fixtures                         36,966
                  Office and computer equipment                 242,756
                                                              ---------
                                                              $ 356,531
                                                              =========

Management has determined, based on the advice of its risk manager, that it is
probable that the insurance proceeds it expects to receive will be in an amount
that will at least equal the net carrying value of the destroyed assets and,
accordingly, has recorded an insurance claim receivable equal to such amount.
Upon the ultimate determination of the insurance proceeds that the Company will
receive in excess of the carrying amount of the assets destroyed, the Company
will record a gain on assets destroyed due to this catastrophe. The Company also
has insurance for lost business income, extra expenses related to the
catastrophe, and record re-creation. Approximately $55,000 has been accrued as
of December 31, 2001 under such coverages. The insurance proceeds expected from
the lost business income and extra expense insurance policy provisions are
indeterminable by the Company at this time. The insurance proceeds expected from
the record re-creation insurance policy provision are estimated to be sufficient
to cover the Company's related costs. Through December 31, 2001 $70,000 has been
received from the insurance companies.

Fixed assets, net at December 31, 2001 consists of the following:

       Computer equipment                                    $     657,172
       Software                                                    133,000
                                                             -------------
                                                                   790,172
       Less, accumulated depreciation                              586,980
                                                             -------------
                                                             $     203,192
                                                             =============
                                      F-12
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Notes to Financial Statements
December 31, 2001



NOTE E - DEBENTURES PAYABLE

In 2000, the Company privately placed 48 units of its securities. Each unit
consisted of a $50,000 subordinated convertible debenture, 12,500 Class A Common
Stock Warrants and 12,500 Class B Common Stock Warrants. Each $50,000 debenture
is convertible into 25,000 shares of common stock. The Class A and B Warrants
are exercisable at $4 and $6, respectively. The debentures bear interest at 12%,
payable quarterly, commencing October 1, 2000 and mature March 31, 2010. The
Class A and B Warrants are exercisable at any time until March 31, 2003 and
March 31, 2005, respectively. In the private placement, officers of the Company
acquired 10.5 units for $525,000.

The aggregate number of shares issuable upon the exercise of all the warrants
and the conversion of all the debentures is 2,400,000.

The Company incurred an interest charge of $246,875 due to the beneficial
conversion feature of the debentures. In addition, the Company valued the
warrants, utilizing the Black-Scholes Pricing Model, at $740,000 which is being
accounted for as debt discount and will be amortized over the life of the
debentures. The amounts ascribed to the beneficial conversion feature and the
warrants aggregating $986,875 were credited to paid-in-surplus.

The Company paid the placement agent cash of $375,025 and granted the agent a
warrant exercisable through June 2005 (valued at $200,000) to purchase 5 units
at $60,000 per unit. Of the total consideration, $426,658 was accounted for as
deferred financing costs which is being amortized over the life of the
debentures and $148,367 deemed attributable to the warrant portion of the unit,
was charged to paid-in surplus.


NOTE F - WARRANTS

As of December 31, 2001 outstanding warrants to acquire common stock consisted
of:
<TABLE>
<CAPTION>

                                                                                                 Shares of
       Type of Warrant               Expiration Date               Exercise Price               Common Stock
       ---------------               ---------------               --------------               ------------
<S>                                    <C>                             <C>                         <C>
          Class A                      March 2003                       $4                          600,000
          Class B                      March 2005                       $6                          600,000
       Units (Note E)                  June 2005                        $5                          125,000
                                                                                                  ---------
                                                                                                  1,325,000
                                                                                                  =========
</TABLE>


NOTE G - 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 exercisable for
a period of up to 10 years (five years in the case of a 10% or greater
stockholder) from date of grant at an exercise price which


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

Notes to Financial Statements
December 31, 2001


NOTE G - STOCK OPTION PLANS (CONTINUED)

is not less than the quoted market price 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 quoted market price
of the common stock at date of grant. The 1990 Plan was terminated on June 3,
1999.

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, directors, independent contractors and
agents 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 quoted
market price 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 quoted market price of the common stock at date of grant.

Stock option activity under the 1990 Plan and 1999 Plan is summarized as
follows:

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                             ------------------------------------------------------
                                                         2001                        2000
                                             ---------------------------      ---------------------
                                                                Weighted                   Weighted
                                                                Average                    Average
                                                                Exercise                   Exercise
                                                Shares           Price        Shares       Price
                                                ------           -----        ------       -----

<S>                                           <C>              <C>            <C>          <C>
Options outstanding at beginning of year      490,000          $   2.09       560,000      $   2.02
Options granted during year                    20,000               .65        40,000          3.50
Options cancelled                            (200,000)             1.41      (110,000)         2.25
Options exercised during year                 (20,000)              .65
                                             --------                        --------
Options outstanding at end of year            290,000          $   2.55       490,000      $   2.09
                                             ========                        ========

Options exercisable at end of year            135,000          $   2.57       177,500      $   1.31
                                              =======                        ========
</TABLE>
The following table presents information relating to stock options outstanding
at December 31, 2001:
<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>               <C>
                  $2.25 - $2.50                  250,000        2.40          7.27           115,000             2.40
                      $3.50                       40,000        3.50          8.05            20,000             3.50
                                                 -------                                     -------

                                                 290,000      $ 2.55          7.38           135,000            $2.57
                                                 =======                                     =======
</TABLE>
                                      F-14
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Notes to Financial Statements
December 31, 2001


NOTE G - STOCK OPTION PLANS (CONTINUED)

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 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.

Stock option activity under the 1999 Plan is summarized as follows:
<TABLE>
<CAPTION>

                                                                    Year Ended December 31,
                                                -------------------------------------------------------
                                                           2001                          2000
                                                ------------------------       ------------------------
                                                                Weighted                       Weighted
                                                                 Average                        Average
                                                                Exercise                       Exercise
                                                  Shares          Price          Shares          Price
                                                  ------          -----          ------          -----

<S>                                             <C>             <C>            <C>            <C>
Options outstanding at
  beginning of year                              1,565,000      $    .79       1,580,000      $    .55
Options granted                                                                  196,000          2.50
Options cancelled                               (1,491,500)          .71        (211,000)         2.50
                                                ----------                     ---------
Options outstanding at end of year                  73,500      $   2.50       1,565,000      $    .79
                                                ==========                     =========
Options exercisable at end of year                  45,000      $   2.50         456,333      $    .54
                                                ==========                     =========
</TABLE>

The following table presents information relating to stock options outstanding
at December 31, 2000:
<TABLE>
<CAPTION>


                 Options Outstanding                       Options Exercisable
         ------------------------------------      -----------------------------------
                                                    Weighted
           Range                     Weighted       Average                   Weighted
            of                       Average       Remaining                   Average
         Exercise                    Exercise       Life in                   Exercise
           Price        Shares        Price          Years         Shares       Price
           -----        ------        -----          -----         ------       -----

<S>        <C>             <C>        <C>             <C>          <C>         <C>
           $2.50           73,500     $ 2.50          8.02         45,000      $ 2.50

</TABLE>
                                      F-15

<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Notes to Financial Statements
December 31, 2001


NOTE G - STOCK OPTION PLANS (CONTINUED)

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

<TABLE>
<CAPTION>
                                            CareerEngine Network, Inc.          CareerEngine, Inc
                                               2001               2000                2000
                                               ----               ----                ----

<S>                                           <C>                <C>             <C>      <C>
  Risk-free interest rates                     3.62%             6.78%           4.98% to 6.74%
  Expected option life in years               1 to 7             5 to 7                 5
  Expected stock price volatility              192%               87%                  87%
  Expected dividend yield                       0%                 0%                  0%
</TABLE>

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",
pro-forma loss and related pro-forma per share data in 2001 and 2000
respectively would have been approximately ($3,093,000) and ($6,517,000) or
($.56) and ($1.18), per basic and diluted loss per share.

The weighted average fair value of options granted during the year 2001 and
2000, respectively, was $.24 and $2.82 with respect to the Company.


NOTE H - MAJOR CUSTOMER

The Company had only one significant customer in excess of 10% of service fee
income. This customer generated approximately 29% of the service fee income in
2001 and 38% of such income in 2000. The customer terminated its relationship
with the Company effective November 30, 2001.


NOTE I - COMMITMENTS, LITIGATION AND OTHER MATTERS

[1]   The Company leased approximately 7,000 square feet of office space at the
      World Trade Center in New York City under the terms of a lease that was to
      expire February 28, 2006. With the destruction of the World Trade Center
      on September 11, 2001, the Company's obligations under the lease were
      effectively terminated on such date. The landlord has returned the
      Company's security deposit and accrued interest thereon, and has agreed to
      refund the rent paid by the Company for the period September 11, 2001
      through September 30, 2001.

      The Company currently leases, on a month-to-month basis, approximately
      1,000 square feet of office space in New York City at a monthly rental
      rate of $5,000. This rental arrangement expires April, 2002. The Company
      is currently negotiating to sublet approximately 1,500 square feet of
      space at a different location in New York City at a base rental rate of
      $5,000 per month on a month-to-month basis.

      Rental expense amounted to $180,477 and $196,637 for the years ended
      December 31, 2001 and 2000, respectively.

                                      F-16
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Notes to Financial Statements
December 31, 2001


NOTE I - COMMITMENTS, LITIGATION AND OTHER MATTERS (CONTINUED)

[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 amounted to approximately $26,876 and
      $14,300, for the years ended December 31, 2001 and 2000, respectively.

[3]   In February 2000 and August 2001, the Company settled claims arising from
      1996 and 2000 litigations and obtained releases from liability.

      The Company is a party to various vendor related litigations. Based on the
      opinion of legal counsel, the Company has accrued a liability of
      approximately $100,000 and, accordingly, this liability has been reflected
      in accounts payable and accrued expenses.


NOTE J - DISCONTINUED OPERATIONS

In 2000, the Board of Directors of the Company decided to discontinue its
merchant banking operations, which consisted of its real estate operations
project with Carmike Cinemas, Inc., and its financial consulting operations.
Results of discontinued operations and assets and liabilities related thereto
have been shown separately in the accompanying financial statements.

Results of discontinued operations are summarized as follows:

<TABLE>
<CAPTION>
                                                              Year Ended December 31,
                                                              2001              2000
                                                         ------------      ------------
<S>                                                      <C>               <C>
Rental income from real estate leased                    $ 14,996,520      $  8,952,096
Consulting fees                                                                  14,600
                                                         ------------      ------------

   Total revenue                                           14,996,520         8,966,696
                                                         ------------      ------------

Real estate leased expenses, consisting
   principally of interest and letter of credit fees       14,996,520         8,818,086
Write-off of unamortized financing costs                                        804,667
Compensation and other costs                                   87,750           308,275
General and administrative expense                                                2,080
                                                         ------------      ------------

   Total expenses                                          15,084,270         9,933,108
                                                         ------------      ------------

Loss from discontinued operations                        $    (87,750)     $   (966,412)
                                                         ============      ============

</TABLE>
                                      F-17

<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Notes to Financial Statements
December 31, 2001



NOTE J - DISCONTINUED OPERATIONS (CONTINUED)

Assets and liabilities of the discontinued operations at December 31, 2001 are
as follows:


       Real estate leased, net                                  $    69,510,631
       Accrued rent receivable                                       18,745,650
       Other assets                                                   2,492,165
                                                                ---------------

          Total assets                                               90,748,446
                                                                ---------------

       Reimbursement obligations                                     72,750,000
       Accrued interest and financing fees payable                   19,261,330
       Due to preferred member                                        2,250,000
                                                                ---------------

          Total liabilities                                          94,261,330
                                                                ---------------

       Excess of liabilities over assets of
          discontinued operations                               $    (3,512,884)
                                                                ===============

Description of real estate operations:

       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. 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, increased 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.


                                      F-18
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Notes to Financial Statements
December 31, 2001


NOTE J - DISCONTINUED OPERATIONS (CONTINUED)

       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
       fluctuated 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,
       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 had 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 had the option to purchase, not
       less than all the theaters, at an amount based on a predetermined future
       value.

       Bonds payable were secured by irrevocable letters of credit issued by a
       group of banks which, in turn, were collateralized solely by the related
       land and theaters thereon. In connection therewith the Company entered
       into a Reimbursement Agreement with Wachovia, N.A. as agent for the
       banks, under which the Company was obligated to remit all rent received
       under the lease to Wachovia to reimburse the banks for the Bond payments
       made by draws on their letters of credit. The bonds bore interest,
       payable monthly, at a variable base rate indexed to the 30-day,
       high-grade commercial paper rate which was reset weekly. Principal on the
       bonds was 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 3% 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.

       On August 8, 2000, Carmike filed a petition under Chapter 11 of the
       United States Bankruptcy Code. As a result of that filing and Carmike's
       subsequent failure to pay rent to date under the lease, the Company
       failed to make required payments to Wachovia under the Reimbursement
       Agreement. Accordingly, on August 15, 2000, Wachovia declared a default
       under the Reimbursement Agreement and accelerated all amounts due by the
       Company thereunder. Wachovia also directed the Trustee under the related
       indenture to redeem the bonds. On August 15, 2000 the bonds were paid
       entirely through draws on the related letters of credit. Accordingly,
       amounts previously payable on the bonds became payable to the banks
       immediately under the Reimbursement Agreement. Interest and fees which
       have been accrued on the reimbursement obligations through December 2001
       have been recorded with a corresponding amount of accrued rent receivable
       from Carmike. On January 31, 2002 title to the six theaters was
       transferred to the banks in payment of


                                      F-19
<PAGE>
CAREERENGINE NETWORK, INC. AND SUBSIDIARIES

Notes to Financial Statements
December 31, 2001


NOTE J - DISCONTINUED OPERATIONS (CONTINUED)

       the non-recourse debt under the Reimbursement Agreement and the Company
       recognized a gain of $3,512,884, representing the excess of the
       liabilities over the carrying value of the assets relating to the real
       estate leased to Carmike. In addition, the Company received approximately
       $295,000 in connection with the sale of its common membership interest in
       Movieplex relating to the transfer of title of the movie theaters to
       Wachovia. The accompanying pro-forma balance sheet assumes that the real
       estate was transferred and the non-recourse debt was repaid on December
       31, 2001.



                                      F-20
<PAGE>

Item 8.           Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure.

                  None.


                                       21
<PAGE>



                                    PART III

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

                  (a)      Board of Directors
                           ------------------

                  Under the Company's By-Laws, the Board of Directors is divided
                  into three classes. Each of the three classes has a term that
                  is staggered by one year from one another. Members of each
                  class are elected to serve for a term of three years and until
                  their successors are elected or until their resignation,
                  removal or ineligibility.

                  During 2001, the Board had 12 meetings.

                  The Company's By-Laws provide for an Executive Committee
                  consisting of the Chairman of the Board and not less than two
                  other Directors to exercise the powers of the Board during the
                  intervals between meetings of the Board. During 2001, the
                  Executive Committee consisting of Messrs. George W. Benoit,
                  Kevin J. Benoit and Charles W. Currie had 4 meetings.

                  The Board has an Audit Committee consisting of four outside
                  Directors who are not employees of the Company. This committee
                  discusses audit and financial reporting matters with both
                  management and the Company's independent public accountants.
                  To ensure independence, the independent public accountants may
                  meet with the Audit Committee with or without the presence of
                  management representatives. During 2001, the Audit Committee
                  consisting of Messrs. Joseph J. Anastasi, Charles W. Currie,
                  David W. Dube and James J. Murtha had 4 meetings.

                  The Board has a Compensation Committee for the purpose of
                  reviewing the compensation of officers and employees of the
                  Company and making recommendations to the Board with respect
                  thereto. During 2001, the Compensation Committee consisting of
                  Messrs. G. Benoit, K. Benoit, Currie and Dube had 3 meetings.

                  The Board has a Nominating Committee to propose nominees for
                  election to the Board. During 2001, the Nominating Committee
                  consisting of Messrs. K. Benoit, Anastasi, Murtha and Currie
                  had 1 meeting. The Nominating Committee will consider

                                       22
<PAGE>

                  suggestions for potential nominees submitted by stockholders
                  if mailed to the Chairman of the Board.

                  The Board has an Incentive Compensation Committee for the
                  purpose of administering and making incentive compensation
                  awards under the Company's 1990 Incentive Compensation Plan.
                  During 2001, the Incentive Compensation Committee consisting
                  of Messrs. Anastasi, Murtha, Currie, and Dube had 2 meetings.

                  Each Director attended at least 75%, except for Mr. Murtha who
                  only attended 25%, of the aggregate of the total number of
                  Board meetings, and meetings of all committees of the Board on
                  which he serves.

                  The members of the Board of Directors of the Company are as
                  follows:

                           GEORGE W. BENOIT, 65, has been the President, Chief
                           Executive Officer and a director of CareerEngine
                           Network, Inc. since 1971. In addition, Mr. Benoit has
                           been Chairman of the Board since 1972. His term
                           expires in 2002.

                           KEVIN J. BENOIT, 39, has been a director of
                           CareerEngine Network, Inc. since August 1999. Since
                           1995, Mr. Benoit has been the sole principal of
                           Stratford Capital Management, Inc., an investment
                           management firm, and Vice President of Randolph,
                           Hudson & Co., Inc., a subsidiary of ours which was
                           responsible for cash management. Mr. Benoit is a
                           registered C.T.A. and C.P.O. and specializes in
                           arbitrage and hedging strategies. His business
                           experience includes employment with Prudential
                           Securities, Inc. (1987- 1995) as Vice President of
                           Arbitrage and Hedging in their Municipal bond
                           Department, and Bear Stearns, Inc. (1984-1987) where
                           he served in a similar capacity. Mr. Benoit's father
                           is George Benoit our President and CEO. His term
                           expires in 2003.

                           CHARLES W. CURRIE, 59, has been a director of
                           CareerEngine Network, Inc. since 1986. Mr. Currie has
                           been a partner with Asset Management Services LLC, a
                           company that provides marketing services to
                           investment managers, since August 1996. From June
                           1993 to July 1996, he was a Senior Vice President
                           with Pryor, McClendon, Counts & Co., Inc., investment
                           bankers. His term expires in 2003.

                                       23
<PAGE>


                           JOSEPH G. ANASTASI, 65, has been a director of
                           CareerEngine Network, Inc. since September 1986.
                           Since 1960 Mr. Anastasi has been the owner and
                           president of Montgomery Realty Company, Inc., a firm
                           specializing in commercial sales, development
                           consulting and property management. He was president
                           of The Anastasi Stephens Group, Inc. which was
                           engaged in real estate development. The Anastasi
                           Stephens Group, Inc. has been inactive since 1994.
                           His term expires in 2002.

                           DAVID W. DUBE, 46, has been a director of
                           CareerEngine Network, Inc. since June 1996. Mr. Dube
                           is President of Peak Capital Corporation, a corporate
                           finance and management advisory firm. Mr. Dube was
                           Senior Vice President and Chief Financial Officer of
                           FAB Capital Corp., a merchant banking and securities
                           investment firm, and served in various other
                           capacities from 1997 through October 1999. Mr. Dube
                           was President and Chief Executive Officer of Optimax
                           Industries, Inc., a publicly-traded company with
                           interests in the horticultural, decorative giftware
                           and truck parts accessories industries from 1996 to
                           1997. From February 1991 to June 1996, he was the
                           principal of Dube & Company, a financial consulting
                           firm. Mr. Dube serves on the Boards of Directors of
                           publicly-traded GlycoGensys, Inc., New World Wine
                           Group, Ltd. His term expires in 2002.

                           JAMES J. MURTHA, 53, has been a Director of
                           CareerEngine Network, Inc. since October 1986. Since
                           June 1997, Mr. Murtha has been self-employed as a
                           real estate investor. From August 1994 to June 1997,
                           Mr. Murtha held the position of President of Kenwood
                           Capital, L.P., a limited partnership, that
                           specializes in real estate investments. His term
                           expires in 2002.

                           EDWARD A. MARTINO, 52, has been a Director of
                           CareerEngine Network, Inc. since October 2000. Mr.
                           Martino is the Senior Vice President for IT
                           Solutions, Inc., a systems integration and consulting
                           services company. Prior to joining IT Solutions, Inc.
                           in May 2000, Mr. Martino held numerous management
                           positions in marketing and sales for 18 years at IBM.
                           His most recent position was IBM Solution Executive -
                           Global Systems Integrator Unit. Mr. Martino currently

                                       24
<PAGE>

                           serves on several boards including the New York
                           Software Industry Association, where he is the Vice
                           Chairman, City University of New York Institute for
                           Software Design and Development, and the Bronx Museum
                           of the Arts. His term expires in 2002.

                  (b)      Executive Officers

                  The Executive officers of the Company are as follows:

                           GEORGE W. BENOIT has been the President, Chief
                           Executive Officer and a director of CareerEngine
                           Network, Inc. since 1971. In addition, Mr. Benoit has
                           been Chairman of the Board since 1972.

                           ANTHONY S. CONIGLIARO has been the Vice President and
                           Chief Financial Officer of CareerEngine Network, Inc.
                           since March 1999. From 1996 to 1999, Mr. Conigliaro
                           was Executive Vice President and Chief
                           Financial/Operating Officer of InterJet Online
                           Services, Inc., New York, a company that developed an
                           aviation "portal" website. From 1991 through 1996, he
                           was Senior Vice President and Chief Financial Officer
                           of Akin Bay Company LLC, an investment banking
                           concern in New York. Prior to 1991 he was Vice
                           President and Chief Operating Officer of Realty and
                           Equipment Corporation, New York, a private investment
                           firm primarily specializing in commercial real estate
                           portfolio. Mr. Conigliaro, a certified public
                           accountant, began his career with Coopers & Lybrand,
                           New York.


                  (c)      Compliance with Section 16(a) of the Exchange Act
                           -------------------------------------------------

                  Officers, Directors and persons who own more than ten percent
                  of a registered class of the Company's equity securities are
                  required by Section 16(a) of the Exchange Act to file reports
                  of ownership and changes in ownership with the Commission.
                  Officers, Directors and greater than ten-percent shareholders
                  are required by the Commission's rules to furnish the Company
                  with copies of all Section 16(a) forms they file.

                  Based solely on review of the copies of such forms furnished
                  to the Company, or representations that no Forms 5 were
                  required, the Company believes that all Section 16(a) filing
                  requirements were complied with in a timely manner.

                                       25
<PAGE>


Item 10.          Executive Compensation.

                  (a)      Executive Officer Compensation

                  The following table sets forth all compensation awarded to,
                  earned by or paid to, our Chief Executive Officer and our most
                  highly compensated executive officers whose annual
                  compensation exceeded $100,000 in 2001 for all services
                  rendered in all capacities to us during 2001, 2000, 1999.

<TABLE>
<CAPTION>


                                                       Summary Compensation Table
                                                       --------------------------
                            Name and
                           Principal                                                               All Other
                            Position               Year        Salary          Bonus           Compensation (1)
                            --------               ----        ------          -----           ----------------

<S>                                                <C>           <C>           <C>                 <C>
                  George W. Benoit, President,
                  Chief Executive Officer and      2001          $160,000                          $ 3,212
                  Chairman                         2000          $155,626                          $35,807
                                                   1999          $201,571                          $36,067

                  Anthony S. Conigliaro, Vice      2001          $110,000
                  President and Chief              2000          $100,000
                  Financial Officer                1999           $70,962
</TABLE>

                  -----------------
                  (1)     Represents the Company's share of insurance premium on
                          Split Dollar Life Insurance Agreement which was
                          cancelled in 2001.

                  Executive compensation can vary widely from year to year. The
                  Company may pay discretionary bonuses to its salaried
                  employees. Bonuses are determined by the Compensation
                  Committee of the Board of Directors.

                                       26
<PAGE>



                  (b)      Compensation Pursuant to Plans
<TABLE>
<CAPTION>

                                                      Option Values at December 31, 2001
                                                      ----------------------------------
                                                 Number of Shares of
                                                    Common Stock
                                                     Underlying         Value of Unexercised
                                                 Unexercised Options    In-The-Money Options       Exercisable/
                                                at December 31, 2001    at December 31, 2001       Unexercisable
                                                --------------------    --------------------       -------------
<S>                                                    <C>                       <C>               <C>    <C>
                 George W. Benoit                     150,000                  -0-                75,000/75,000
</TABLE>
                  -------------------------------------------
                  (1)      Granted under the 1990 Incentive Stock Option Plan.

                  401(k) Cash or Deferred Compensation Plan. The Company
                  maintains a tax-qualified 401(k) cash or deferred compensation
                  plan that covers all employees who have completed one year of
                  service and attained age 21. Participants are permitted,
                  within the limitations imposed by the Internal Revenue Code,
                  to make pre-tax contributions to the plan pursuant to salary
                  reduction agreements. The Company may, in its discretion on an
                  annual basis, make additional contributions. The contributions
                  of the participants and the Company are held in separate
                  accounts. Participants are always fully vested in both
                  accounts.

                  1990 Incentive Compensation Plan. The stockholders approved
                  the Company's 1990 Incentive Compensation Plan (the "Plan") on
                  June 7, 1990. On June 5, 1996, the Plan was amended to
                  increase the number of shares available for grant (the
                  "Amended Plan"). Pursuant to the Amended Plan, 750,000 shares
                  of the Company's Common Stock have been reserved for issuance
                  to officers and other key employees as incentive or
                  nonqualified stock options, stock appreciation rights ("SARs")
                  or restricted stock awards. Incentive stock options must have
                  an exercise price per share equal to no less than the fair
                  market value of the Company's Common Stock on the date of
                  grant (110% in the case of a 10% stockholder). Incentive stock
                  options may not be exercised after 10 years from the date of
                  grant (five years in the case of a 10% stockholder).
                  Nonqualified stock options cannot be exercised prior to one
                  year or after ten years from the date of grant. Concurrently
                  with nonqualified options granted, participants may also
                  receive SARs. SARs will provide participants with cash equal
                  to the difference between the fair market value of the number
                  of shares for which the SAR award is exercised and the

                                       27
<PAGE>

                  exercise price of nonqualified stock options on the date the
                  SAR award is exercised. Restricted stock will be subject to
                  restrictions which will render such shares subject to
                  forfeiture. Additionally, restricted stock will be
                  nontransferable during the period any restrictions apply. The
                  Board of Directors has established an Incentive Compensation
                  Committee to administer the Plan. No member of such committee
                  shall be eligible to receive any type of award under the Plan.
                  During 1992, options to purchase an aggregate of 150,000
                  shares were granted to employees, none of whom were executive
                  officers. During 1996, options to purchase 50,000 of those
                  shares expired. On April 7, 1999, options to purchase 460,000
                  shares were granted to various employees, including George W.
                  Benoit (150,000)and Kevin J. Benoit (100,000). No other awards
                  have been made under the Plan and no options have been
                  exercised. The Plan was terminated on June 3, 1999.

                  1999 Stock Option Plan. The Stockholders approved the 1999
                  Stock Option Plan (the "99 Plan"), which provides, among other
                  matters, for incentive and non-qualified stock options to
                  purchase 350,000 shares of Common Stock. The purpose of the 99
                  Plan is to provide incentives to officers, key employees,
                  directors, independent contractors and agents whose
                  performance will contribute to the long-term success and
                  growth of the Company, to strengthen the ability of the
                  Company to attract and retain officers, key employees,
                  directors, independent contractors and agents of high
                  competence, to increase the identity of interests of such
                  people with those of the Company's stockholders and to help
                  build loyalty to the Company through recognition and the
                  opportunity for stock ownership. The 99 Plan is administered
                  by the Incentive Compensation Committee of the Board.

                  The 99 Plan permits the granting of both incentive stock
                  options and non-qualified stock options. Generally, the option
                  price of both incentive stock options and non-qualified stock
                  options must be at least equal to 100% of the fair market
                  value of the shares on the date of grant. The maximum term of
                  each option is ten years. For any participant who owns shares
                  possessing more than 10% of the voting rights of the Company's
                  outstanding shares of Common Stock, the exercise price of any
                  incentive stock option must be at least equal to 110% of the
                  fair market value of the shares subject to such option on the

                                       28
<PAGE>

                  date of grant and the term of the option may not be longer
                  than five years. Options become exercisable at such time or
                  times as the Board may determine at the time it grants
                  options.

                  Under the 99 Plan, incentive stock options may be granted only
                  to officers and employees and non-qualified stock options may
                  be granted to officers, employees as well as directors,
                  independent contractors and agents. Persons eligible to
                  receive options consist primarily of three (3) officers and
                  three (3) key employees.

                  The 99 Plan expires on March 31, 2009 unless earlier
                  terminated or suspended by the Board. The 99 Plan may be
                  amended, terminated or modified by the Board at any time,
                  except that the Board may not, without approval by a vote of
                  the stockholders of the Company (i) increase the maximum
                  number of shares for which options may be granted under the 99
                  Plan, (ii) change the persons eligible to participate in the
                  99 Plan, or (iii) materially increase the benefits accruing to
                  participants under the 99 Plan. No such termination,
                  modification or amendment may affect the rights of an optionee
                  under an outstanding option or the grantee of an award.

                  During 2000, options to purchase 40,000 shares were granted to
                  four (4) directors of the Company: Charles W. Currie (10,000);
                  Joseph G. Anastasi (10,000); David W. Dube (10,000); and James
                  J. Murtha (10,000). No other awards were made under the 99
                  Plan and no options were exercised. During 2001 20,000 options
                  were awarded under the 99 Plan and 20,000 options were
                  exercised.

                  Split Dollar Life Insurance Agreement. In the second quarter
                  of 2001, the Company discontinued the Split Dollar Life
                  Insurance Agreement with its Chairman, George W. Benoit. The
                  aggregate cash surrender value, $226,390, of the policies
                  under the agreement was paid to the Company. The portion of
                  the premium paid by the Company in 2001 pursuant to this
                  arrangement was $3,212.

                  (b)      Director Compensation
                           ---------------------

                  There are no family relationships among any of the Directors
                  or executive officers of the Company, other than Kevin J.
                  Benoit, who is the son of George W. Benoit, Chairman of the
                  Company.

                                       29
<PAGE>


                  The Company does not pay Directors who are employees of the
                  Company any fees for serving as Directors, but reimburses them
                  for their out-of-pocket expenses in connection with such
                  duties. The Company pays Directors who are not employees of
                  the Company an annual retainer of $12,000 plus expenses
                  incurred for attending meetings of the Board, Annual
                  Stockholders Meetings and for each meeting of a committee of
                  the Board not held in conjunction with a Board meeting.


                                       30
<PAGE>



Item 11.          Security Ownership of Certain Beneficial Owners and
                  Management

                  The following table sets forth, as of February 28, 2002, the
                  shares of our common stock owned beneficially; by each of our
                  current directors; by all of our current directors and
                  executive officers as a group; and by persons known to us to
                  own, beneficially, more than five (5%) percent of the
                  outstanding shares of our common stock:

<TABLE>
<CAPTION>
                                                                                                 Percent of Aggregate
                                                                                                   Voting Power and
                               Name of                            Common Stock                        Outstanding
                        Beneficial Owner (1)                 Beneficially Owned (2)                Equity Owned (3)
                        --------------------                 ----------------------                ----------------

<S>                                                                <C>                                   <C>
                   George W. Benoit                                1,809,120 (4)(8)                        31.49

                   Kevin J. Benoit                                   468,000 (5)(6)(8)                      8.20

                   Charles W. Currie                                 281,780 (7)(10)                        5.05

                   Joseph G. Anastasi                                 12,200 (10)                           *

                   David W. Dube                                      14,000 (10)                           *

                   Edward A. Martino                                   5,300                                *

                   James J. Murtha                                    10,000 (10)                           *

                   Barry W. Blank                                    884,400 (9)                           14.64

                   All Directors and Executive
                   Officers as a group (11
                   persons)                                        2,646,500                               43.88
</TABLE>

                  * Owns less than one (1%) percent.


                  (1)      The address of all the beneficial owners is:
                           CareerEngine Network, Inc., Suite 502, 575 Madison
                           Avenue, New York, New York 10022; except that the
                           address for Barry W. Blank is P.O. Box 32056,
                           Phoenix, Arizona 85064.

                  (2)      A person is deemed to be a beneficial owner of
                           securities that can be acquired by such person within
                           60 days from the filing of this Form 10-KSB upon the
                           exercise of options and warrants or conversion of
                           convertible securities. Each beneficial owner's
                           percentage ownership is determined by assuming that
                           options, warrants and convertible securities that are
                           held by such person (but not held by any other
                           person) and that are exercisable or convertible
                           within 60 days from the filing of this Form 10-KSB
                           have been exercise or converted. Except as otherwise
                           indicated, and subject to applicable community
                           property and similar laws, each of the persons named

                                       31
<PAGE>

                           has sole voting and investment power with respect to
                           the shares shown as beneficially owned.

                  (3)      All percentages of beneficial ownership are
                           calculated based the number of shares outstanding as
                           of February 28, 2002. On such date we had 5,570,944
                           shares of common stock issued and outstanding.

                  (4)      Includes the following: (a) options to purchase
                           75,000 shares of common stock; and (b) 90,700 shares
                           of common stock held in George W. Benoit's 401K Plan.

                  (5)      Includes options to purchase 40,000 shares of common
                           stock.

                  (6)      Includes the following: (a) 21,000 shares of common
                           stock held in the Kevin J. Benoit 1998 Family Trust,
                           of which Kevin J. Benoit is the Trustee; and (b)
                           35,300 shares of common stock held in Kevin J.
                           Benoit's Individual Retirement Account.

                  (7)      Includes the following: (a) 200 shares of common
                           stock owned by Mr. Currie's wife; and (b) 9,900
                           shares of common stock held in Charles W. Currie's
                           Individual Retirement Account.

                  (8)      Includes 100,000 shares of common stock that can be
                           acquired on the conversion of certain debentures and
                           related warrants.

                  (9)      Includes 300,000 shares of common stock that can be
                           acquired on the conversion of certain debentures and
                           related warrants. Also includes 168,000 shares that
                           can be acquired on the conversion of certain
                           debentures and related warrants issuable upon
                           exercise of placement agent warrants issued to the
                           placement agent in the private financing completed in
                           June and August 2000 and promised by the placement
                           agent to Mr. Blank.

                  (10)     Includes options to purchase 10,000 shares of common
                           stock.

                                       32
<PAGE>



Item 12.          Certain Relationships and Related Transactions

                  Other than the purchasing of certain units privately offered
                  by the Company in June and August 2000, amounting to $525,000,
                  in the aggregate, there have been no material transactions
                  where we were a party, in which any of our executive officers,
                  directors or principal security-holders had a direct or
                  indirect interest.


                                       33
<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         Certificates of Amendment of Certificate of
                              Incorporation

                                (A)    Name change, dated March 23, 2000
                                (B)    Number of shares, dated October 16, 2000

                              (Incorporated by reference to the Registrant's
                              Annual Report on Form 10-KSB for the year ended
                              December 31, 2000)

                  3.3         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, 2000)

                  4.1         Form of CareerEngine Network, Inc. 12% Convertible
                              Subordinated Debenture due March 31, 2010.
                              (Incorporated by reference to the Registrant's
                              Annual Report on Form 10-KSB for the year ended
                              December 31, 2000)

                  4.2         Form of Class A Warrants to Purchase Common Stock
                              of CareerEngine Network, Inc., dated June 28 and
                              August 7, 2000. (Incorporated by reference to the
                              Registrant's Annual Report on Form 10-KSB for the
                              year ended December 31, 2000)

                                       34
<PAGE>



                  4.3         Form of Class B Warrants to Purchase Common Stock
                              of CareerEngine Network, Inc., dated June 28 and
                              August 7, 2000. (Incorporated by reference to the
                              Registrant's Annual Report on Form 10-KSB for the
                              year ended December 31, 2000)

                  4.4         CareerEngine Network, Inc. and Dirks and Company,
                              Inc. Placement Agent's Warrant Agreement, dated
                              June 28, 2000; and related form of Warrant
                              Certificate. (Incorporated by reference to the
                              Registrant's Annual Report on Form 10-KSB for the
                              year ended December 31, 2000)

                  10.1        CareerEngine Network, Inc. (formerly Helmstar
                              Group, Inc.) 1999 Stock Option Plan. (Incorporated
                              by reference to the Registrant's Annual Report on
                              Form 10-KSB for the year ended December 31, 1999)

                  10.2        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)

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

                  10.4        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

                  10.5        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
--------
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



                                       35
<PAGE>

                  10.6        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)

                  10.7        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)

                  10.8        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
                              period covered by this report.


                                       36
<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 1st day of April,
2002.

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 1st day of April, 2002.

         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)

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

/s/Edward A. Martino         Director
-----------------
(Edward A. Martino)

                                       37