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 March 31, 2001
                                 --------------

[   ]           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 April 30, 2001
              -----                            -----------------------------

   Common stock - par value $.10                    5,504,944 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 be read in conjunction with the
                  financial statements and notes thereto included in the
                  Company's Form 10-KSB for the year ended December 31, 2000,
                  which was filed with the Securities and Exchange Commission.

                  The results of operations for the three months ended March 31,
                  2001 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)


                                                                    March 31,     December 31,
                                                                      2001            2000
                                                                  ------------    ------------
<S>                                                               <C>             <C>
ASSETS

Current:
   Cash and cash equivalents                                      $  1,466,609    $  1,126,358
   Marketable securities                                                             1,084,182
   Accounts receivable, net                                            260,808         174,209
   Other current assets                                                139,092         191,514
                                                                  ------------    ------------
                                                                     1,866,509       2,576,263

Fixed assets, net                                                      798,195         898,790
Deferred financing costs, net                                          397,256         405,325
Other assets                                                            28,585          50,465
                                                                  ------------    ------------

                                                                  $  3,090,545    $  3,930,843
                                                                  ============    ============

LIABILITIES

Current:
   Accounts payable and accrued expenses                          $    997,506    $    753,240
   Interest payable                                                     72,000          72,000
   Tax assessment payable                                              965,955       1,055,955
   Excess of liabilities over assets of discontinued operations      3,512,884       3,512,884
                                                                  ------------    ------------
                                                                     5,548,345       5,394,079

Debentures payable, net of unamortized discount
   of $714,074 in 2001 and $721,516 in 2000                          1,685,926       1,678,484
                                                                  ------------    ------------
                                                                     7,234,271       7,072,563
                                                                  ------------    ------------

Commitments and contingencies

STOCKHOLDERS' EQUITY (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;
   6,749,600 shares issued                                             674,960         674,960
Paid-in surplus                                                     15,968,561      16,022,187
Deficit                                                            (17,900,227)    (16,810,471)
                                                                  ------------    ------------
                                                                    (1,256,706)       (113,324)
Less treasury stock, at cost -
   1,244,656 shares in 2001 and 1,305,594 in 2000                   (2,887,020)     (3,028,396)
                                                                  ------------    ------------

                                                                    (4,143,726)     (3,141,720)
                                                                  ------------    ------------

                                                                  $  3,090,545    $  3,930,843
                                                                  ============    ============


</TABLE>
                                       2
<PAGE>
<TABLE>
<CAPTION>
                      CareerEngine Network, Inc. and Subsidiaries
                         Consolidated Statements of Operations
                                      (Unaudited)


                                                               Three Months Ended
                                                           ---------------------------
                                                                    March 31,
                                                             2001              2000
                                                           -----------    -----------
<S>                                                        <C>            <C>
Revenues:
   E-recruiting related services                           $   283,236    $   178,610
   Income on securities transactions                           420,253        674,805
   Interest income                                               6,848         40,638
                                                           -----------    -----------

                                                               710,337        894,053
                                                           -----------    -----------

Expenses:
   Compensation and related costs                              858,715        675,228
   Advertising                                                 187,879        610,791
   General and administrative                                  504,107        502,204
   Interest                                                    151,442         20,214
                                                           -----------    -----------

                                                             1,702,143      1,808,437

Loss from continuing operations before income taxes           (991,806)      (914,384)
Income tax provision                                            10,200         16,020
                                                           -----------    -----------

Loss from continuing operations                             (1,002,006)      (930,404)

Discontinued operations:
   Income (loss) from operations of
      discontinued real estate and consulting activities       (87,750)       204,592
                                                           -----------    -----------

Net loss                                                   $(1,089,756)   $  (725,812)
                                                           ===========    ===========

Per common share - basic and diluted:
   Loss from continuing operations                         $      (.18)   $      (.17)
   Loss from discontinued operations                              (.02)           .04
                                                           -----------    -----------

Net loss per common share                                  $      (.20)   $      (.13)
                                                           ===========    ===========


Weighted average number of common
   shares outstanding - basic and diluted                    5,504,944      5,436,206
                                                           ===========    ===========

</TABLE>
                                           3
<PAGE>
<TABLE>
<CAPTION>


                               CareerEngine Network, Inc. and Subsidiaries
                                  Consolidated Statements of Cash Flows
                                               (Unaudited)


                                                                                Three Months Ended
                                                                                      March 31,
                                                                             --------------------------
                                                                                2001             2000
                                                                             -----------    -----------
<S>                                                                          <C>            <C>
Cash flows from operating activities:
   Loss from continuing operations                                           $(1,002,006)   $  (930,404)
   Adjustments to reconcile loss from continuing operations to net cash
      (used in) provided by operating activities:
        Depreciation and amortization                                            116,107         68,809
        Issuance of treasury stock for services                                                   5,000
        Sale of marketable securities, net                                     1,084,182      1,459,000
        Changes in:
           Accounts receivable                                                   (86,599)      (332,340)
           Other assets                                                           74,301        208,717
           Accrued expenses and other liabilities                                154,266        122,225
                                                                             -----------    -----------
Cash provided by continuing operations                                           340,251        601,007
Cash (used in) discontinued operations                                                         (483,338)
                                                                             -----------    -----------

              Net cash provided by operating activities                          340,251        117,669
                                                                             -----------    -----------

Cash flows from investing activities:
Cash (used in) continuing operations - purchase of furniture and equipment                      (31,773)
                                                                             -----------    -----------

              Net cash (used in) investing activities                                           (31,773)
                                                                             -----------    -----------

Increase  in cash and cash equivalents                                           340,251         85,896
Cash and cash equivalents at beginning of period                               1,126,358      1,006,276
                                                                             -----------    -----------

Cash and cash equivalents at end of period                                   $ 1,466,609    $ 1,092,172
                                                                             ===========    ===========


Supplemental disclosures of cash flow information related to
   continuing operations:
      Cash paid during the period for:
        Interest                                                             $   144,000    $      --
        Income taxes                                                         $    96,843    $      --

</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, 2000, which was filed with the
         Securities and Exchange Commission.

         In the opinion of management, the unaudited financial statements
         include all adjustments necessary for a fair presentation of the
         Company's financial position as of March 31, 2001 and the results of
         its operations and its cash flows for the three-month periods ended
         March 31, 2001 and 2000. The financial statements as of March 31, 2001
         and for the three months then ended are not necessarily indicative of
         the results that may be expected for the year ending December 31, 2001.

         Certain amounts have been reclassified in the financial statements for
         the three-month period ended March 31, 2000 to conform to the
         presentation of the three-month period ended March 31, 2001. In
         addition, the financial statements for the period ended March 31, 2000
         have been restated to reflect the Company's discontinued operations.

         Revenue Recognition
         -------------------

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

         E-recruiting related revenue related to the CareerEngine Solutions
         Division, whose activities commenced in approximately March 2000,
         consists primarily of non-refundable up-front website construction fees
         as well as monthly fees to host and maintain these sites. The up-front
         fees are recognized ratably over the construction period. The monthly
         hosting and maintenance fees are recognized ratably over the period of
         the underlying contract.

         Start-up Activities
         -------------------

         Costs of activities to start-up the e-recruiting business are expensed
         as incurred.


                                       5
<PAGE>
         Derivative Financial Instruments
         --------------------------------

         As part of its investment strategies to profit from anticipated market
         movements, the Company maintains trading positions in a variety of
         derivative financial instruments consisting principally of futures
         contracts in treasuries, stocks and municipal securities. All positions
         are reported at fair value, and changes in fair value are reflected in
         operations as they occur. The Company realized net gains from
         derivatives sold in the three-month period ended March 31, 2001 and
         2000 of approximately $420,000 and $675,000, respectively. Such amounts
         are included in income on securities transactions in the accompanying
         statements of operations. At March 31, 2001, no derivative financial
         instruments were held by the Company and the average fair value of such
         instruments held during the periods was not material.

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.       Excess of Liabilities over Assets of Discontinued Operations
         ------------------------------------------------------------

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

         The Company will recognize a gain in an amount approximately equal to
         Excess of Liabilities over Assets of Discontinued Operations
         ($3,512,884 at March 31, 2001) when title relating to six properties
         leased to Carmike is transferred pursuant to the direction of Wachovia,
         N. A., as agent to the holders of the non-recourse debt under the
         Reimbursement Agreement referred to in Note 4 below. However, due to
         various proceedings relating to Carmike's petition under Chapter 11 of
         the United States Bankruptcy Code, no such transfer, as yet, has been
         made. The Company's exposure related to this real estate project is and
         always has been limited solely to the Company's interest in the six
         properties.

4.       Discontinued Operations
         -----------------------

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



                                       6
<PAGE>
         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, 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. Such amounts were paid entirely through
         draws on the related letters of credit and were not paid with funds of
         the Company. However, as the Bonds are no longer outstanding, all
         unamortized financing costs (amounting to $804,667) relating thereto
         were expensed. In addition, Carmike has not disaffirmed the lease and
         continues to occupy the six theaters.

         The financial statements have been restated to reflect the discontinued
         operations of the periods presented and to reclassify the assets and
         liabilities related thereto.

         Excess of Liabilities over Assets of Discontinued Operations at March
         31, 2001 consists of the following:


                                                         March 31, 2001
                                                       ------------------
                  Real estate leased, net              $      69,510,631
                  Other assets                                 9,990,425
                  Reimbursement obligations                  (72,750,000)
                  Other liabilities                           (8,013,940)
                  Due to preferred member                     (2,250,000)
                                                       ------------------
                                                       $      (3,512,884)


         Income (loss) from discontinued operations for the three-month period
         ended March 31, 2001 and 2000 are as follows:


                                                Three Months Ended
                                           ----------------------------
                                                      March 31,
                                           ----------------------------
                                                2001              2000
                                           -----------      -----------
                  Revenues                 $ 3,749,130      $ 2,270,944
                  Expenses                  (3,836,880)      (2,066,352)
                                           -----------      -----------
                                           $   (87,750)     $   204,592
                                           ===========      ===========



                                       7
<PAGE>
5.       Litigation
         ----------

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

         In connection with the above litigation, on November 22, 2000, the
         Company was served with a Summons and Complaint in connection with an
         action commenced in October 2000, by the Housing Authority of the
         County of Riverside, California against multiple defendants. The
         Plaintiffs alleged in connection with the issuance and underwriting of
         certain bonds that various defendants negligently and fraudulently
         misrepresented to the Plaintiffs that the interest on the bonds would
         be tax exempt. The Plaintiffs are seeking damages as a result of such
         misrepresentation in the amount of $1,100,000. The Plaintiffs are also
         seeking punitive damages in an unspecified amount. Management is
         vigorously opposing those claims, however, the outcome of the
         litigation is not presently determinable.

6.       Debentures Payable
         ------------------

         On June 28, and August 7, 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 and an employee of the Company acquired 5 units for
         $250,000.

         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, 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.

7.       Income Taxes
         ------------

         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, which together amounted to $924,000 is fully satisfied.
         Utilizing current IRS interest rates, the assessment and related
         interest would be satisfied in approximately July 2004.



                                       8
<PAGE>


Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.


                  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. Our financial resources and our
                  management's efforts are now focused entirely on this 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: March 31, 2001 Compared to March 31,
                  2000
                  --------------------------------------------------------------

                  Revenues

                  Total revenues from continuing operations decreased to
                  $710,337 for the three-month period ended March 31, 2001 from
                  $894,053 for the three-month period ended March 31, 2000.

                  E-recruiting related services increased to $283,236 for the
                  three-month period ended March 31, 2001 from $178,610 for the
                  three-month period ended March 31, 2000 as the operations of
                  our subsidiary, CareerEngine, Inc., commenced in the fourth
                  quarter of 1999 and have continued to grow through March 31,
                  2001.

                  Income on securities transactions, net decreased to $420,253
                  for the three-month period ended March 31, 2001 from $674,805
                  for the three-month period ended March 31, 2000. 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 $6,848 for the three-month period
                  ended March 31, 2001 from $40,638 for the three-month period
                  ended March 31, 2000 due to the reduced amount of funds
                  available for investment.

                  Expenses

                  Total expenses from continuing operations decreased to
                  $1,702,143 for the three-month period ended March 31, 2001
                  from $1,808,437 for the three-month period ended March 31,
                  2000.

                  Compensation and related costs increased to $858,715 for the
                  three-month period ended March 31, 2001 from $675,228 for the
                  three-month period ended March 31, 2000. The increase is due
                  principally to the additional employees hired by CareerEngine,
                  Inc. in connection with its growing e-recruiting activities
                  during the six-month period ended June 30, 2000. The Company
                  initiated a cost reduction strategy consisting primarily of a
                  41% staff reduction since December 14, 2000.



                                       9
<PAGE>

                  Advertising expense decreased to $187,879 for the three-month
                  period ended March 31, 2001 from $610,791 for the three-month
                  period ended March 31, 2000 as CareerEngine, Inc. commenced a
                  cost reduction program, focused primarily on compensation and
                  advertising related expenditures.

                  General and administrative expenses increased to $504,107 for
                  the three-month period ended March 31, 2001 from $502,204 for
                  the three-month period ended March 31, 2000 due primarily to
                  the costs incurred by the Company relating to its fund raising
                  efforts.

                  Interest expense increased to $151,442 for the three-month
                  period ended March 31, 2001 from $20,214 for the three-month
                  period ended March 31, 2000 primarily due to the commencement
                  of payments on our outstanding tax assessment and interest on
                  the debentures payable issued in 2000.

                  Operating Loss

                  On a pre-tax basis, we had a loss of $991,806 for the
                  three-month period ended March 31, 2001 from continuing
                  operations compared with a loss of $914,384 for the
                  three-month period ended March 31, 2000 from continuing
                  operations due to the expenses associated with CareerEngine,
                  Inc. For Federal income tax purposes, as of March 31, 2001, we
                  had net operating loss carryforwards of approximately
                  $25,090,000 available to reduce future taxable income. These
                  carryforwards expire in the years 2005 through 2021.

                  Our loss from continuing operations for the three-month period
                  ended March 31, 2001 was $1,002,006 compared with a loss from
                  continuing operations of $930,404 for the three-month period
                  ended March 31, 2000. For the three-month period ended March
                  31, 2001, loss per common share from continuing operations,
                  basic and diluted, was $.18 per share. For the three-month
                  period ended March 31, 2000, loss per common share from
                  continuing operations, basic and diluted, was also $.17 per
                  share.

                  Our loss from discontinued operations for the three-month
                  period ended March 31, 2001 was $87,750 compared with income
                  from discontinued operations of $204,592 for the three-month
                  period ended March 31, 2000. For the three-month period ended
                  March 31, 2001, loss per common share from discontinued
                  operations, basic and diluted, was $.02 per share. For the
                  three-month period ended March 31, 2000, income per common
                  share from discontinued operations, basic and diluted, was
                  $.04 per share.

                  Our net loss for the three-month period ended March 31, 2001
                  was $1,089,756, compared with a net loss of $725,812 for the
                  three-month period ended March 31, 2000. For the three-month
                  period ended March 31, 2001, net loss per common share, basic
                  and diluted, was $.20 per share. For the three-month period
                  ended March 31, 2000, net loss per common share, basic and
                  diluted, was $.13 per share.



                                       10
<PAGE>
         B.       Liquidity and Capital Resources
                  -------------------------------

                  The Company has incurred substantial operating losses,
                  sustained substantial operating cash outflows, and at March
                  31, 2001 has a stockholders' deficiency. Management believes
                  that such losses and negative operating cash flows will
                  continue in fiscal year 2001. 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. There is no assurance that the Company
                  will obtain additional financing or achieve profitable
                  operations. 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.

                  We initiated a cost reduction strategy consisting primarily of
                  significant staff reductions since December 14, 2000, and a
                  reduction of our advertising expenditures commencing January
                  1, 2001.

                  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
                  are higher than projected or our contemplated future revenues
                  fall below our current expectations, we may require additional
                  financing. We anticipate, but cannot assure, that this
                  additional financing will come, primarily, from the exercise
                  of the warrants from the private financing. However, we cannot
                  assure that the price of our common stock will ever attain
                  sufficient levels to induce the exercise of the warrants.

                  In the event that the warrants are not exercised within the
                  time period needed, we will be forced to seek alternate
                  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.

                  The transaction relating to our six movie theaters and Carmike
                  Cinema, Inc., a discontinued operation, is and always has been
                  cash flow neutral (rent is equal to interest expense,
                  principal amortization and other related expenses that are our
                  responsibility). Carmike's filing of a petition under Chapter
                  11 of the United States Bankruptcy Code has not changed this
                  financial relationship as our exposure related to this real
                  estate project is and always has been limited solely to our
                  interest in the theaters.

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

                                       11
<PAGE>
         C.       Inflation
                  ---------

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





                                       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" within the meaning of the Private Securities
                  Litigation Reform Act of 1995. Such forward looking statements
                  are based on current expectations and information available to
                  management at this time. They may involve known risks,
                  uncertainties, and other factors which may cause the actual
                  results, performance or achievements of the Company to be
                  materially different from any future results, performance or
                  achievements expressed or implied by such 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.


                  (b)      Reports on Form 8-K:

                           The Company did not file any reports on Form 8-K
                           during the three months ended March 31, 2001.


                                       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: May 15, 2001                  George W. Benoit, Chairman of the Board
                                    of Directors, President, and Chief Executive
                                    Officer




                                    /s/ Anthony S. Conigliaro
                                    --------------------------
Date: May 15, 2001                  Anthony S. Conigliaro, Vice President and
                                    Chief Financial Officer




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