U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

              [ X ] Quarterly report pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2000
                                                 -------------

     Transition report under Section 13 or 15(d) of the Exchange Act of 1934

             For the transition period from __________ to __________

                          Commission file number 1-9224

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

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

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

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

         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  [  ]

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

              Class                                Outstanding at July 31, 2000
              -----                                ----------------------------

   Common stock - par value $.10                          5,442,073 shares


<PAGE>

                                     PART I

                              FINANCIAL INFORMATION


Item l.           Financial Statements.

                  The following consolidated financial statements of
                  CareerEngine Network, Inc. and subsidiaries (collectively
                  referred to as the "Company," unless the context requires
                  otherwise) are prepared in accordance with the rules and
                  regulations of the Securities and Exchange Commission for Form
                  10-QSB and reflect all adjustments (consisting of normal
                  recurring accruals) and disclosures which, in the opinion of
                  management, are necessary for a fair statement of results for
                  the interim periods presented. It is suggested that these
                  financial statements are read in conjunction with the
                  financial statements and notes thereto included in the
                  Company's Form 10-KSB for the year ended December 31, 1999,
                  which was filed with the Securities and Exchange Commission.

                  The results of operations for the three and six months ended
                  June 30, 2000 are not necessarily indicative of the results to
                  be expected for the entire fiscal year.




                                       1
<PAGE>
<TABLE>
<CAPTION>
                   CareerEngine Network, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                                   (Unaudited)



                                                    June 30,         December 31,
                                                       2000              1999
                                                   ------------      ------------
<S>                                                <C>               <C>
ASSETS

Cash and cash equivalents                          $  2,115,855      $  1,006,276
Marketable securities                                 2,453,610         4,888,610
Real estate leased, net                              69,630,734        70,336,022
Fixed assets, net                                       621,054           600,541
Deferred financing costs, net                         2,201,914         1,707,279
Deferred rental income                                1,653,080           577,485
Other assets                                            584,837           565,018
                                                   ------------      ------------

                                                   $ 79,261,084      $ 79,681,231
                                                   ============      ============

LIABILITIES

Bonds payable                                      $ 72,750,000      $ 72,750,000
Debentures payable                                    1,331,028
Accrued interest                                        890,558           836,130
Accrued expenses and other liabilities                1,249,429         1,891,201
                                                   ------------      ------------

      Total liabilities                              76,221,015        75,477,331
                                                   ------------      ------------

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

Commitments

STOCKHOLDERS' EQUITY

Common stock - authorized 10,000,000 shares,
   par value $.10; issued 6,749,600 shares              674,960           674,960
Paid-in surplus                                      16,098,009        14,984,510
Deficit                                             (12,950,021)      (10,657,861)
                                                   ------------      ------------

                                                      3,822,948         5,001,609
Less treasury stock, at cost -
1,312,327 shares in 2000 and 1,313,927 in 1999       (3,032,879)       (3,047,709)

                                                        790,069         1,953,900
                                                   ------------      ------------

                                                   $ 79,261,084      $ 79,681,231
                                                   ============      ============

</TABLE>
                                       2

<PAGE>
<TABLE>
<CAPTION>
                                   CareerEngine Network, Inc. and Subsidiaries
                                      Consolidated Statements of Operations
                                                   (Unaudited)



                                                         Three Months Ended                Six Months Ended
                                                              June 30,                         June 30,
                                                  ----------------------------      ----------------------------
                                                      2000              1999            2000             1999
                                                  -----------      -----------      -----------      -----------

Revenues
<S>                                               <C>              <C>              <C>              <C>
   E-recruiting related services                  $   335,948                       $   514,558
   Rental income from real estate leased            2,233,467      $   457,835        4,491,096      $ 1,051,672
   Consulting fees                                      3,000          183,924           14,600          292,014
   Income on securities transactions, net              21,332          890,015          696,137        1,081,856
   Interest income                                     22,511           97,713           64,863          206,345
                                                  -----------      -----------      -----------      -----------
                                                    2,616,258        1,629,487        5,781,254        2,631,887
                                                  -----------      -----------      -----------      -----------

Expenses
   Compensation and related costs                     935,472          670,613        1,698,714        1,120,246
   Real estate leased expenses, net                 2,061,465          773,106        4,070,092        1,705,419
   Advertising                                        416,063           45,258        1,026,854           75,158
   General and administrative                         522,731          339,219        1,014,859          565,058
   Interest on beneficial conversion feature
      of debentures payable                           246,875                           246,875
                                                  -----------      -----------      -----------      -----------
                                                    4,182,606        1,828,196        8,057,394        3,465,881
                                                  -----------      -----------      -----------      -----------

Loss before income taxes                           (1,566,348)        (198,709)      (2,276,140)        (833,994)
Income tax provision                                                       680           16,020           13,522
                                                  -----------      -----------      -----------      -----------

Net loss                                          $(1,566,348)     $  (199,389)     $(2,292,160)     $  (847,516)
                                                  ===========      ===========      ===========      ===========

Net loss per common share - basic and diluted     $      (.29)     $      (.04)     $      (.42)     $      (.16)
                                                  ===========      ===========      ===========      ===========


Weighted average number of common shares
outstanding - basic and diluted                     5,440,000        5,436,000        5,438,000        5,436,000
                                                  ===========      ===========      ===========      ===========


</TABLE>
                                       3

<PAGE>
<TABLE>
<CAPTION>
                                CareerEngine Network, Inc. and Subsidiaries
                                   Consolidated Statements of Cash Flows
                                                (Unaudited)

                                                                                    Six Months Ended
                                                                                        June 30,
                                                                            ------------------------------
                                                                               2000                1999
                                                                            ------------      ------------
<S>                                                                         <C>               <C>
Cash flows from operating activities
   Net loss                                                                 $ (2,292,160)     $   (847,516)
   Adjustments to reconcile net loss to net cash (used in)
       provided by operating activities:
        Depreciation and amortization                                            903,338           102,515
        Interest on beneficial conversion feature of debentures payable          246,875
        Sale of marketable securities, net                                     2,435,000           924,265
        Issuance of treasury stock for services                                   15,200
        Changes in:
           Deferred financing costs, net                                        (326,803)
           Deferred rental income                                             (1,075,595)
           Other assets                                                          (19,819)         (424,284)
           Accrued expenses, other liabilities and accrued interest             (587,345)        3,965,838
                                                                            ------------      ------------

              Net cash (used in) provided by operating activities               (701,309)        3,720,808
                                                                            ------------      ------------

Cash flows from investing activities
   Sale of investment securities, net                                                           22,277,225
   Construction of improvements                                                                (25,949,810)
   Purchase of furniture and equipment                                          (164,112)         (151,741)
   Increase in due to preferred member                                                             750,000
                                                                            ------------      ------------

              Net cash used in investing activities                             (164,112)       (3,074,326)
                                                                            ------------      ------------

Cash flows from financing activities
   Purchase of treasury stock                                                                      (23,180)
   Proceeds from issuance of debentures                                        1,331,028
   Additional paid in capital from sale of debentures                            643,972
                                                                            ------------      ------------


              Net cash provided by (used in) financing activities              1,975,000           (23,180)
                                                                            ------------      ------------

Increase (decrease) in cash and cash equivalents                               1,109,579           623,302

Cash and cash equivalents at beginning of period                               1,006,276         1,040,955
                                                                            ------------      ------------

Cash and cash equivalents at end of period                                  $  2,115,855      $  1,664,257
                                                                            ============      ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                         <C>               <C>
Supplemental  disclosures of Cash Flow  Information
    Cash paid during the period for:
      Interest (net of amounts capitalized)                                 $  3,255,916      $  2,486,827
      Income taxes                                                          $     16,020      $      7,375
      Issuance of  warrants in connection with debentures payable           $    222,282

</TABLE>
                                       4
<PAGE>
                   Careerengine Network, Inc. and Subsidiaries
              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)



1.       Significant Accounting Policies
         -------------------------------

         The accounting policies followed by the Company are set forth in the
         notes to the Company's financial statements included in its Form
         10-KSB, for the year ended December 3l, 1999, which was filed with the
         Securities and Exchange Commission.

         Certain amounts have been reclassified in the financial statements for
         the three and six month periods ended June 30, 1999 to conform to the
         presentation of the three and six month periods ended June 30, 2000.

2.       Income (Loss) Per Share
         -----------------------

         Basic income (loss) per share is based on the weighted  average  number
         of common shares  outstanding.  Employee  stock options did not have an
         effect on the computation of diluted earnings per share since they were
         anti-dilutive.

3.       Debentures Payable
         ------------------

         On June 28, 2000, the Company privately placed 39.50 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. On August 7, 2000, the
         Company privately placed an additional 8.50 units under the same terms
         and conditions as set forth above.

         The  Company  incurred  a  non-recurring  non-cash  interest  charge of
         $246,875 due to the beneficial conversion feature of the debentures. In
         addition, the Company valued the warrants, which were treated as debt
         discount  utilizing the Black-Scholes  Pricing Model, at $643,972 which
         will be amortized over the life of the debentures.


                                       5
<PAGE>
4.       Real Estate Leased and Bonds Payable
         ------------------------------------

         In 1997, the Company entered into a triple net, credit type lease, as
         amended (the "Lease"), with Carmike Cinemas, Inc., pursuant to which
         the Company leased six parcels of land and the improvements thereon
         (the "Property") to Carmike. Concurrently, the Company issued
         $72,750,000 principal amount of its adjustable rate tender securities
         due November 1, 2015 (the "Bonds"). The Bonds are secured by
         irrevocable letters of credit issued by a group of banks. In connection
         therewith the Company entered into a Reimbursement Agreement with
         Wachovia Bank, N.A., as agent for the banks, under which the Company is
         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.

         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 under the Lease, the Company failed to
         make certain payments to Wachovia under the Reimbursement Agreement.
         Wachovia has declared a default under the Reimbursement Agreement, and
         has accelerated all amounts due by the Company thereunder. In addition,
         Wachovia has directed the Trustee under the Indenture governing the
         issuance of the Bonds, to accelerate the payment of all principal and
         interest with respect to the Bonds. Such amounts will be paid entirely
         through draws on the letters of credit and will not be paid with funds
         of the Company.

         The Company's obligations under the Reimbursement Agreement and the
         Bonds are and always have been fully non-recourse, and the Company's
         exposure is and always has been limited solely to the Company's
         interest in the Property. The Company cannot determine, at this time,
         the prospective effect of the proceeding initiated by Carmike.







                                       6
<PAGE>
Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.

                  Certain statements in the "Management's Discussion and
                  Analysis of Financial Condition and Results of Operations" and
                  elsewhere in this Form 10-QSB constitute "forward-looking
                  statements" within the meaning of the Reform Act. See Part II,
                  Other Information - Item 5.

                  A.       Three Months Ended June 30, 2000 Compared
                           -----------------------------------------
                           with Three Months Ended June 30, 1999
                           -------------------------------------

                           Total revenues increased to $2,616,258 for the three
                           months ended June 30, 2000 from $1,629,487 for the
                           three months ended June 30, 1999.

                           E-recruiting related services increased to $335,948
                           for the three months ended June 30, 2000 from nil for
                           the three months ended June 30, 1999 as the
                           E-recruiting operations of the Company's subsidiary,
                           CareerEngine, Inc., commenced in the quarter ended
                           December 31, 1999.

                           Rental income from real estate leased increased to
                           $2,233,467 for the three months ended June 30, 2000
                           from $457,835 in the three months ended June 30,
                           1999. Rental income for the three months ended June
                           30, 1999 represents interest income earned on
                           unexpended construction proceeds, as the construction
                           of the Company's movie theaters was completed on
                           November 20, 1999 and rent thereon commenced.

                           Financial consulting fees were $3,000 for the three
                           months ended June 30, 2000 compared to $183,924 for
                           the three months ended June 30, 1999. Significant
                           variations in this category of revenue are likely to
                           occur due to the transactional nature of the
                           Company's financial consulting business.

                           Income on securities transactions, net decreased to
                           $21,332 for the three months ended June 30, 2000
                           compared to $890,015 for the three months ended June
                           30, 1999 principally from the results of the
                           Company's cash management and investing activities.
                           These activities include transactions involving
                           futures, puts, calls, equities, municipal securities,
                           and other securities.

                           Interest income decreased to $22,511 for the three
                           months ended June 30, 2000 from $97,713 for the three
                           months ended June 30, 1999 due to the reduced amount
                           of funds available for investment.



                                       7
<PAGE>
                           Total expenses increased to $4,182,606 for the three
                           months  ended June 30, 2000 from  $1,828,196  for the
                           three months ended June 30, 1999.

                           Compensation and related costs increased to $935,472
                           for the three months ended June 30, 2000 from
                           $670,613 for the three months ended June 30, 1999.
                           The increase is due principally to the additional
                           employees hired by CareerEngine, Inc. in connection
                           with its internet-based job search services venture.
                           The Company anticipates that compensation costs will
                           increase moderately in the last six months of 2000.

                           Real estate leased expenses, net increased to
                           $2,061,465 for the three months ended June 30, 2000
                           from $773,106 for the three months ended June 30,
                           1999 due primarily to the completion of the
                           construction of the movie theaters and the
                           commencement of rent in late 1999.

                           Advertising expense increased to $416,063 for the
                           three months ended June 30, 2000 from $45,258 for the
                           three months ended June 30, 1999 as CareerEngine,
                           Inc. commenced its comprehensive communications
                           program in 1999.

                           General and administrative expenses increased to
                           $522,731 for the three months ended June 30, 2000
                           from $339,219 for the three months ended June 30,
                           1999 due primarily to the increased operations of
                           CareerEngine, Inc.

                           The $246,875 non-recurring interest expense for the
                           three months ended June 30, 2000 represents the
                           charge required in connection with the beneficial
                           conversion feature related to debentures payable and
                           the related warrants.

                           On a pre-tax basis, the Company had a loss of
                           $1,566,348 for the three months ended June 30, 2000
                           compared with a loss of $198,709 for the three months
                           ended June 30, 1999 primarily due to the start-up
                           expenses associated with CareerEngine, Inc. and a
                           significant decrease in income from securities
                           transactions. In the three months ended June 30,
                           2000, the Company had a tax expense of nil compared
                           to a tax expense of $680 for the three months ended
                           June 30, 1999. For Federal income tax purposes, as of
                           December 31, 1999, the Company had net operating loss
                           carryforwards of approximately $17,311,000 available
                           to reduce future taxable income. These carryforwards
                           expire in the years 2005 through 2019.


                                       8
<PAGE>
                           The Company's net loss for the three months ended
                           June 30, 2000 was $1,566,348 compared with a net loss
                           of $199,389 for the three months ended June 30, 1999.
                           For the three months ended June 30, 2000, loss per
                           share (basic and diluted) is $.29 per share. For the
                           three months ended June 30, 1999, net loss per share
                           (basic and diluted) was $.04 per share.

                           Six Months Ended June 30, 2000 Compared
                           ---------------------------------------
                           with Six Months Ended June 30, 1999
                           -----------------------------------

                           Total revenues increased to $5,781,254 for the six
                           months ended June 30, 2000 from $2,631,887 for the
                           six months ended June 30, 1999.

                           E-recruiting related services increased to $514,558
                           for the six months ended June 30, 2000 from nil for
                           the six months ended June 30, 1999 as the
                           E-recruiting operations of the Company's subsidiary,
                           CareerEngine, Inc., commenced in the quarter ended
                           December 31, 1999.

                           Rental income from real estate leased increased to
                           $4,491,096 for the six months ended June 30, 2000
                           from $1,051,672 in the six months ended June 30,
                           1999. Rental income for the six months ended June 30,
                           1999 represents interest income earned on unexpended
                           construction proceeds, as the construction of the
                           Company's movie theaters was completed on November
                           20, 1999 and rent thereon commenced.

                           Financial consulting fees were $14,600 for the six
                           months ended June 30, 2000 compared to $292,014 for
                           the six months ended June 30, 1999. Significant
                           variations in this category of revenue are likely to
                           occur due to the transactional nature of the
                           Company's financial consulting business.

                           Income on securities  transactions,  net decreased to
                           $696,137  for the six  months  ended  June  30,  2000
                           compared to $1,081,856  for the six months ended June
                           30, 1999 principally from the results of the
                           Company's cash  management and investing  activities.
                           These  activities  include   transactions   involving
                           futures, puts, calls, equities, municipal securities,
                           and other securities.

                           Interest income decreased to $64,863 for the six
                           months ended June 30, 2000 from $206,345 for the six
                           months ended June 30, 1999 due to the reduced amount
                           of funds available for investment.



                                       9
<PAGE>
                           Total expenses increased to $8,057,394 for the six
                           months ended June 30, 2000 from $3,465,881 for the
                           six months ended June 30, 1999.

                           Compensation and related costs increased to
                           $1,698,714 for the six months ended June 30, 2000
                           from $1,120,246 for the six months ended June 30,
                           1999. The increase is due principally to the
                           additional employees hired by CareerEngine, Inc. in
                           connection with its internet-based job search
                           services venture. The Company anticipates that
                           compensation costs will increase moderately in the
                           last six months of 2000.

                           Real estate leased expenses, net increased to
                           $4,070,092 for the six months ended June 30, 2000
                           from $1,705,419 for the six months ended June 30,
                           1999 due primarily to the completion of the
                           construction of the movie theaters and the
                           commencement of rent in late 1999.

                           Advertising expense increased to $1,026,854 for the
                           six months ended June 30, 2000 from $75,158 for the
                           six months ended June 30, 1999 as CareerEngine, Inc.
                           commenced its comprehensive communications program in
                           1999.

                           General and administrative expenses increased to
                           $1,014,859 for the six months ended June 30, 2000
                           from $565,058 for the six months ended June 30, 1999
                           due primarily to the increased operations of
                           CareerEngine, Inc.

                           The $246,875 non-recurring interest expense for the
                           six months ended June 30, 2000 represents the charge
                           required in connection with the beneficial conversion
                           feature related to debentures payable and the related
                           warrants.

                           On a pre-tax basis, the Company had a loss of
                           $2,276,140 for the six months ended June 30, 2000
                           compared with a loss of $833,994 for the six months
                           ended June 30, 1999 primarily due to the start-up
                           expenses associated with CareerEngine, Inc. and a
                           significant decrease in income from securities
                           transactions. In the six months ended June 30, 2000,
                           the Company had a tax expense of $16,020 compared to
                           a tax expense of $13,522 for the six months ended
                           June 30, 1999. For Federal income tax purposes, as of
                           December 31, 1999, the Company had net operating loss
                           carryforwards of approximately $17,311,000 available
                           to reduce future taxable income. These carryforwards
                           expire in the years 2005 through 2019.



                                       10
<PAGE>
                           The Company's net loss for the six months ended June
                           30, 2000 was $2,292,160 compared with a net loss of
                           $847,516 for the six months ended June 30, 1999. For
                           the six months ended June 30, 2000, loss per share
                           (basic and diluted) is $.42 per share. For the six
                           months ended June 30, 1999, net loss per share (basic
                           and diluted) was $.16 per share.

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

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

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

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

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

                           On August 8, 2000, the Lessee under the Lease with
                           the Company pertaining to all six parcels of land and
                           the theaters thereon included in Real Estate Leased,
                           filed a petition under Chapter 11 of the United
                           States Bankruptcy Code. As a result of that filing
                           and the Lessee's subsequent failure to pay rent under
                           the Lease, the Company failed to make certain

                                       11
<PAGE>
                           payments to Wachovia Bank, N.A., as Agent, under the
                           Company's Reimbursement Agreement with Wachovia.
                           Wachovia has declared a default under the
                           Reimbursement Agreement, and has accelerated all
                           amounts due by the Company thereunder. In addition,
                           Wachovia has directed the Trustee to accelerate the
                           payment of all principal and interest of the Bonds
                           Payable issued by the Company in connection with the
                           Lease. The Company cannot determine, at this time,
                           the prospective effect of the proceeding initiated by
                           the Lessee. However, the Company's obligations under
                           the Reimbursement Agreement and Bonds Payable are and
                           always have been fully non-recourse, and the
                           Company's exposure is and always has been limited
                           solely to the Company's interest in the
                           aforementioned six real properties.

                           While the Company believes that currently available
                           funds will provide it with sufficient resources to
                           meet all present and reasonably foreseeable future
                           operational and capital needs, the Company continues
                           to seek external financing in order to fund the
                           projected expanded operations of its e-recruiting
                           Internet focused venture. The Company does not have
                           any material commitments for capital expenditures as
                           of June 30, 2000.



                                       12
<PAGE>


                                     PART II

                                OTHER INFORMATION

Item 5.  Other Information.

                  Certain statements under the caption "Management's Discussion
                  and Analysis of Financial Condition and Results of Operations"
                  and elsewhere in this Form 10-QSB constitute "forward-looking
                  statements" relating to CareerEngine Network, Inc. and its
                  subsidiaries (the "Company") within the meaning of the Private
                  Securities Litigation Reform Act of 1995. All statements
                  regarding future events, our financial performance and
                  operating results, our business strategy and our financing
                  plans are forward-looking statements. In some cases you can
                  identify forward-looking statements by terminology, such as
                  "may," "will," "would," "should," "could," "expect," "intend,"
                  "plan," "anticipate," "believe," "estimate," "predict,"
                  "potential" or "continue," the negative of such terms or other
                  comparable terminology. These statements are only predictions.
                  Known and unknown risks, uncertainties and other factors could
                  cause actual results to differ materially from those
                  contemplated by the statements. In evaluating these
                  statements, you should specifically consider various factors
                  that may cause our actual results to differ materially from
                  any forward-looking statements. Factors which could cause
                  actual results to differ from the forward looking statements
                  include, among others, the following: general economic and
                  business conditions; competition; the success of operating
                  initiatives relating to the Company's technology related
                  subsidiary and the Company's financial consulting services;
                  development and operating costs; fluctuations in interest
                  rates; the existence or absence of adverse publicity; changes
                  in business strategy or development plans; quality of
                  management; availability, terms and deployment of capital;
                  business abilities and judgment of personnel; availability of
                  qualified personnel; labor and employee benefit costs; and
                  changes in or the failure to comply with government
                  regulations.

Item 6.  Exhibits and Reports on Form 8-K.

                  (a)      Exhibits-- A statement  regarding the  computation of
                           per share earnings is omitted because the computation
                           is described  in Note 2 of the Notes to  Consolidated
                           Financial Statements (Unaudited) in this Form 10-QSB.

                           Exhibit 27 -- Financial Data Schedule - see below

                  (b)      Reports on Form 8-K:

                           The  Company  did not  file any  reports  on Form 8-K
                           during the three months ended June 30, 2000.



                                       13
<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  CAREERENGINE NETWORK, INC.



                                  /s/ George W. Benoit
                                  --------------------
Date: August 14, 2000             George W. Benoit, Chairman of the Board
                                  of Directors, President, and Chief Executive
                                  Officer




                                  /s/ Anthony S. Conigliaro
                                  -------------------------
Date: August 14, 2000             Anthony S. Conigliaro, Vice President and
                                  Chief Financial Officer