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, 2002
                                         --------------


     [_]  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.)

                200 West 57th Street, Suite 1103, New York, NY 10019
                ----------------------------------------------------
                    (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, 2002
               -----                            -----------------------------

   Common stock - par value $.10                       5,590,944 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, 2001,  which
        was filed with the Securities and Exchange Commission.

        The results of operations  for the three months ended March 31, 2002 are
        not necessarily  indicative of the results to be expected for the entire
        fiscal year.




                                       1

<PAGE>

                   CareerEngine Network, Inc. and Subsidiaries
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                         March 31,
                                                                           2002           December 31,
                                                                       (Unaudited)           2001
                                                                       -----------       ------------
<S>                                                                  <C>                <C>
ASSETS

Current:
   Cash and cash equivalents                                         $    138,932       $    200,782
   Accounts receivable, net                                                50,090             71,342
   Insurance claims receivable                                            503,868            346,231
   Other                                                                   31,521             26,404
                                                                     ------------       ------------
      Total current assets                                                724,411            644,759
Fixed assets, net                                                         147,783            203,192
Deferred financing costs, net                                             353,310            364,297
Other                                                                                         37,411
                                                                     ------------       ------------

           Total assets                                              $  1,225,504       $  1,249,659
                                                                     ============       ============

LIABILITIES

Current:
   Accounts payable and accrued expenses                             $    563,625       $    897,257
   Interest payable                                                        72,000             72,000
   Tax assessment payable                                                 867,258            852,543
   Excess of liabilities over assets of discontinued operations                            3,512,884
                                                                     ------------       ------------
      Total current liabilities                                         1,502,883          5,334,684
Debentures payable, net of unamortized discount
   of $684,306 in 2002 and $691,748 in 2001                             1,715,694          1,708,252
                                                                     ------------       ------------
        Total liabilities                                               3,218,577          7,042,936
                                                                     ------------       ------------

Commitments and contingencies

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;
   6,819,600 and 6,789,600 shares issued
   in 2002 and 2001, respectively                                         681,960            678,960
Paid-in surplus                                                        16,287,791         15,996,941
Accumulated deficit                                                   (16,089,724)       (19,596,078)
                                                                     ------------       ------------
                                                                          880,027         (2,920,177)

Less treasury stock, at cost -
   1,238,656 shares                                                    (2,873,100)        (2,873,100)
                                                                     ------------       ------------
        Total deficit                                                  (1,993,073)        (5,793,277)
                                                                     ------------       ------------
           Total liabilities and deficit                             $  1,225,504       $  1,249,659
                                                                     ============       ============
</TABLE>


                 See Notes to Consolidated Financial Statements

                                        2

<PAGE>



                   CareerEngine Network, Inc. and Subsidiaries
                      Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                         March 31,
                                                              -----------------------------
                                                                 2002              2001
                                                              (Unaudited)       (Unaudited)
                                                              -----------       -----------
<S>                                                           <C>               <C>
Revenues:
   Service fee income                                         $    74,688       $   283,236
   Income on securities transactions                                                420,253
   Interest income                                                    404             6,848
                                                              -----------       -----------

                                                                   75,092           710,337
                                                              -----------       -----------
Expenses:
   Compensation and related costs                                 187,787           858,715
   Advertising                                                     10,000           187,879
   General and administrative                                     171,475           504,107
   Interest                                                        94,157           151,442
                                                              -----------       -----------
                                                                  463,419         1,702,143

Loss from continuing operations before items shown below         (388,327)         (991,806)
   Gain on fixed assets destroyed in catastrophe                  132,047
   Reversal of Director fees accrual                               55,000
                                                              -----------       -----------
Loss from continuing operations before income taxes              (201,280)         (991,806)
Income tax provision                                                5,250            10,200
                                                              -----------       -----------

Loss from continuing operations                                  (206,530)       (1,002,006)

Discontinued operations:
   Income (loss) from discontinued operations                   3,712,884           (87,750)
                                                              -----------       -----------

Net income (loss)                                             $ 3,506,354       $(1,089,756)
                                                              -----------       -----------
Per common share - basic and diluted:
   Loss from continuing operations                            $      (.04)      $      (.18)
   Income (loss) from discontinued operations                         .67              (.02)
                                                              -----------       -----------
Net income (loss) per common share                            $       .63       $      (.20)


Weighted average number of common
   shares outstanding - basic and diluted                       5,570,944         5,504,944
                                                              ===========       ===========
</TABLE>


                 See Notes to Consolidated Financial Statements

                                        3

<PAGE>

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


<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                       March 31,
                                                                             ------------------------------
                                                                                 2002              2001
                                                                              (Unaudited)       (Unaudited)
                                                                              -----------       -----------
<S>                                                                          <C>               <C>
Cash flows from operating activities:
   Loss from continuing operations                                           $  (206,530)      $(1,002,006)
   Adjustments to reconcile loss from continuing operations to net cash
      (used in) provided by operating activities:
        Depreciation and amortization                                             66,396           116,107
        Issuance of common stock for services                                     27,600
        Amortization of debt discount                                              7,442
        Reversal of fees due to Directors                                        (55,000)
        Gain on fixed assets destroyed in catastrophe                           (132,047)
        Sale of marketable securities, net                                                       1,084,182
        Changes in:
           Accounts and insurance claims receivable                               (4,338)          (86,599)
           Other assets                                                           32,294            74,301
           Accrued expenses and other liabilities                                  2,333           154,266
                                                                             -----------       -----------
Cash (used in) provided by continuing operations                                (261,850)          340,251
Cash provided by discontinued operations                                         200,000                --
                                                                             -----------       -----------

              Net cash (used in) provided by operating activities                (61,850)          340,251
                                                                             -----------       -----------

(Decrease) increase in cash and cash equivalents                                 (61,850)          340,251
Cash and cash equivalents at beginning of period                                 200,782         1,126,358
                                                                             -----------       -----------

Cash and cash equivalents at end of period                                   $   138,932       $ 1,466,609
                                                                             ===========       ===========


Supplemental disclosures of cash flow information related to
   continuing operations:
      Cash paid during the period for:
        Interest                                                             $    72,000       $   144,000
        Income taxes                                                         $     5,250       $    96,843
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       4

<PAGE>


                   CareerEngine Network, Inc. and Subsidiaries
                   Notes To Consolidated Financial Statements
                                   (Unaudited)



1.      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.

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

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

        In April 2002, the Company received  insurance  proceeds in amounts that
        have  exceeded  the net  carrying  value of the  destroyed  assets  and,
        accordingly,  has recorded a gain ($132,047 for the  three-month  period
        ended March 31, 2002) 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.  The  ultimate
        insurance  proceeds  expected  from the lost  business  income and extra
        expense insurance policy provisions are indeterminable by the Company at
        this time, however, the Company has received $12,416 on claims submitted
        with  regard  to  extra  expenses  and has  recorded  such  amount  as a
        reduction of the expense  incurred.  The insurance  proceeds received in
        April 2002 ($50,000) and those claims still outstanding under the record
        re-creation   insurance  policy   provisions  of  the  Company  will  be
        sufficient to recover the Company's related costs ($56,000).

        Since the attack, the Company's management has been preoccupied with the
        relocation and  reestablishment  of its business,  and the assessing and
        processing of insurance  claims,  with the assistance of a risk manager,
        with its insurers.

2.      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,  2001,  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,  2002  and  the  results  of  its
        operations  and its cash flows for the  three-month  periods ended March
        31, 2002 and 2001. The financial statements as of March 31, 2002 and for
        the three  months  then  ended  are not  necessarily  indicative  of the
        results that may be expected for the year ending December 31, 2002.

                                       5

<PAGE>

        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.

        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 the  three-month  period  ended  March 31,  2001 of
        approximately   $420,000.   Such  amounts  are  included  in  income  on
        securities transactions in the accompanying statements of operations. At
        March 31, 2002 and for the three-month  period then ended, no derivative
        financial instruments were held by the Company.

        Income (Loss) Per Share
        -----------------------

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

3.      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.

        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.

                                       6

<PAGE>


        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 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
        $294,755 in connection with the sale of its common  membership  interest
        in Movieplex  relating to the transfer of title of the movie theaters to
        Wachovia.

        Income (loss) from  discontinued  operations for the three-month  period
        ended March 31, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                      March 31,
                                                          --------------------------------
                                                              2002                 2001
                                                          -----------          -----------
        <S>                                               <C>                  <C>
        Revenues:
            Rental income                                 $ 1,249,710          $ 3,749,130
            Gain on extinguishment of debt                  3,512,884
            Common membership interest transfer fee           294,755
                                                          -----------          -----------
                                                            5,057,349            3,749,130
                                                          -----------          -----------
        Expenses
            Interest                                        1,249,710            3,749,130
            Other                                              94,755               87,750
                                                          -----------          -----------
                                                            1,344,465            3,836,880
                                                          -----------          -----------
                                                          $ 3,712,884          $   (87,750)
                                                          ===========          ===========
</TABLE>



4.      Litigation
        ----------

        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.

5.      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.

                                       7
<PAGE>



        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.

6.      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
        is fully  satisfied.  However,  after a 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 March 31, 2002, the
        outstanding  balance of the  liability  amounted to  $867,258  including
        related additional state and local taxes and interest.

7.      Capital Contribution and Director Fees
        --------------------------------------

        As of March 31, 2002,  significant  shareholders of the Company, who are
        also Directors and Officers,  have agreed to permanently forego $266,250
        of compensation  earned by them during 2001 and 2000. These individuals,
        subject to change upon further notice,  are currently  performing  their
        Company  functions  without  compensation.  The  amount  of the  forgone
        salaries  through  December 31, 2001 has been reflected in the financial
        statements  as  contributions  to the capital of the Company  during the
        three-month period ended March 31, 2002.

        In addition,  at March 31, 2002,  the Company's  five outside  directors
        have similarly agreed to forego previously accrued and unpaid directors'
        fees  earned  through  December  31,  2001 and  agreed  to forgo  future
        compensation  until further notice.  The reversal of previously  accrued
        fees has been reflected in the Company's Statement of Operations for the
        three-month period ended March 31, 2002.

                                       8

<PAGE>


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



        The Company's headquarters were located at Suite 2112 of Two World Trade
        Center in New York City. The  catastrophe of September 11, 2001 involved
        no injury to any of the Company's employees.  However, 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.

        Since the attack, the Company's management had been preoccupied with the
        relocation and  reestablishment  of its business,  and the assessing and
        processing of insurance  claims,  with the assistance of a risk manager,
        with its insurers. As of the date hereof, the Company has re-established
        all its  operations at its new offices  located at 200 West 57th Street,
        Suite 1103,  New York, NY 10019.  It has also recreated all its critical
        accounting  records  lost due to the  catastrophe.  In April  2002,  the
        Company  received  insurance  proceeds in amounts that have exceeded the
        net  carrying  value  of the  destroyed  assets  and,  accordingly,  has
        recorded a gain  ($132,047  for the  three-month  period ended March 31,
        2002) 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.  The  ultimate
        insurance  proceeds  expected  from the lost  business  income and extra
        expense insurance policy provisions are indeterminable by the Company at
        this time, however, the Company has received $12,416 on claims submitted
        with  regard  to  extra  expenses  and has  recorded  such  amount  as a
        reduction of the expense  incurred.  The insurance  proceeds received in
        April 2002 ($50,000) and those claims still  outstanding from the record
        re-creation   insurance  policy   provisions  of  the  Company  will  be
        sufficient to recover the Company's related costs ($56,000).

        In  addition,   the  Company  has  applied  for  numerous   governmental
        assistance grants related to the catastrophe. In April 2002, the Company
        received a grant in the amount of $116,740.

        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.


                                       9

<PAGE>


 A.     Results of Operations:  March 31, 2002 Compared to March 31, 2001
        -----------------------------------------------------------------

        Revenues

        Total revenues from continuing  operations  decreased to $75,092 for the
        three-month   period  ended  March  31,  2001  from   $710,337  for  the
        three-month period ended March 31, 2001.

        Service fee income decreased to $74,688 for the three-month period ended
        March 31, 2002 from $283,236 for the three-month  period ended March 31,
        2001 as the operations of our subsidiary,  CareerEngine,  Inc. have been
        significantly reduced since January 2001.

        Income  on  securities  transactions,  net  decreased  to  nil  for  the
        three-month   period  ended  March  31,  2002  from   $420,253  for  the
        three-month  period  ended March 31, 2001 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 $404 for the three-month period ended March
        31, 2002 from $6,848 for the three-month period ended March 31, 2001 due
        to the reduced amount of funds available for investment.

        Expenses

        Total expenses from continuing  operations decreased to $463,419 for the
        three-month  period  ended  March  31,  2002  from  $1,702,143  for  the
        three-month period ended March 31, 2001.

        Compensation and related costs decreased to $187,787 for the three-month
        period  ended March 31, 2002 from  $858,715 for the  three-month  period
        ended  March  31,  2001.  The  decrease  is due to  the  Company's  cost
        reduction   strategy,   consisting   primarily  of   significant   staff
        reductions,  which  commenced in December  2000 and the cessation of two
        officers' salaries as of December 31, 2001.

        Advertising  expense  decreased  to $10,000 for the  three-month  period
        ended March 31, 2002 from  $187,879  for the  three-month  period  ended
        March 31, 2001 as CareerEngine, Inc. commenced a cost reduction program,
        focused primarily on compensation and advertising related expenditures.

        General  and  administrative  expenses  decreased  to  $171,475  for the
        three-month   period  ended  March  31,  2002  from   $504,107  for  the
        three-month   period   ended  March  31,  2001  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 $94,157 for the three-month  period ended
        March 31, 2002 from $151,442 for the three-month  period ended March 31,
        2001 primarily due to the cessation of payments on our  outstanding  tax
        assessment.

                                       10

<PAGE>

        Other Items

        Gain on fixed assets destroyed in catastrophe  increased to $132,047 for
        the  three-month   period  ended  March  31,  2002  from  $nil  for  the
        three-month  period ended March 31, 2001 due to the  destruction  of the
        World Trade Center where the Company was headquartered.

        Reversal of  Directors  fees  increased  to $55,000 for the  three-month
        period  ended March 31, 2002 from nil for the  three-month  period ended
        March 31, 2001. This amount relates to the forgiveness of fees earned by
        the outside  Directors  and their  agreement  to forego these fees until
        further notice.

        Operating Loss

        On a pre-tax basis, we had a loss of $201,280 for the three-month period
        ended March 31, 2002 from continuing  operations compared with a loss of
        $991,806 for the three-month period ended March 31, 2001 from continuing
        operations due to the expenses associated with CareerEngine, Inc.

        Our loss from  continuing  operations for the  three-month  period ended
        March  31,  2002  was  $206,530  compared  with a loss  from  continuing
        operations  of  $1,002,006  for the  three-month  period ended March 31,
        2001. For the  three-month  period ended March 31, 2002, loss per common
        share from continuing operations, basic and diluted, was $.04 per share.
        For the  three-month  period ended March 31, 2001, loss per common share
        from continuing operations, basic and diluted, was $.18 per share.

        Our income from discontinued operations for the three-month period ended
        March 31, 2002 was  $3,712,884  compared  with a loss from  discontinued
        operations  of $87,750 for the  three-month  period ended March 31, 2001
        due  primarily to the  transfer of title to the six  theaters  leased to
        Carmike  Cinemas,  Inc.  by the  Company  to the banks in payment of the
        related  non-recourse  debt,  and the  consequential  recognition of the
        related gain  representing  the excess of liabilities  over the carrying
        value of the theaters.  For the three-month period ended March 31, 2002,
        income per common share from discontinued operations, basic and diluted,
        was $.67 per share.  For the  three-month  period  ended March 31, 2001,
        loss per common share from discontinued  operations,  basic and diluted,
        was $.02 per share.

        Our net income  for the  three-month  period  ended  March 31,  2002 was
        $3,506,354  compared with a net loss of $1,089,756  for the  three-month
        period ended March 31, 2001. For the three-month  period ended March 31,
        2002,  net income  per common  share,  basic and  diluted,  was $.63 per
        share.  For the  three-month  period ended March 31, 2001,  net loss per
        common share, basic and diluted, was $.20 per share.


                                       11
<PAGE>



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 March  31,  2002 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.

        Our cost reduction strategy since March 15, 2001 has primarily consisted
        of a 66% staff  reduction,  and a reduction  of our monthly  advertising
        expenditure  rate  to a  level  that  is  approximately  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  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
        March 31, 2002.

C.      American Stock Exchange
        -----------------------

        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.

                                       12

<PAGE>


        On April 16, 2002 the Company  submitted  to the  Exchange  its detailed
        plan to regain  compliance.  The Exchange is currently in the process of
        reviewing the Company's plan. The Exchange's review and approval process
        should be completed  by June 1, 2002.  The plan,  if  approved,  is also
        subject to periodic  monotoring 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.   Furthermore,   the  Company  is  actively  pursuing  other
        alternatives as well so as maintain its listing on the Exchange.

D.      Inflation
        ---------

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



                                       13


<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, 2002.



                                       14
<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, 2002                George W. Benoit, Chairman of the Board
                                  of Directors, President, and Chief Executive
                                  Officer




                                  /s/ Anthony S. Conigliaro
                                  --------------------------------------------
Date: May 15, 2002                Anthony S. Conigliaro, Vice President and
                                  Chief Financial Officer






                                       15