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, 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 July 31, 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 June 30, 2001 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
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       June 30,        December 31,
                                                                         2001              2000
                                                                    ------------       ------------
<S>                                                                 <C>                <C>
ASSETS

Current:
     Cash and cash equivalents                                      $    900,857       $  1,126,358
     Marketable securities                                                                1,084,182
     Accounts receivable, net                                            156,167            174,209
     Other current assets                                                 47,106            191,514
                                                                    ------------       ------------
                                                                       1,104,130          2,576,263

Fixed assets, net                                                        715,853            898,790
Deferred financing costs, net                                            386,270            405,325
Other assets                                                              11,031             50,465
                                                                    ------------       ------------

                                                                    $  2,217,284       $  3,930,843
                                                                    ============       ============

LIABILITIES

Current:
     Accounts payable and accrued expenses                          $    803,138       $    753,240
     Interest payable                                                     72,000             72,000
     Tax assessment payable                                              936,513          1,055,955
     Excess of liabilities over assets of discontinued operations      3,512,884          3,512,884
                                                                    ------------       ------------
                                                                       5,324,535          5,394,079

Debentures payable, net of unamortized discount
                                                                       1,693,368          1,678,484
                                                                    ------------       ------------
     of $706,632 in 2001 and $721,516 in 2000

                                                                       7,017,903          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                                                              (18,557,120)       (16,810,471)
                                                                    ------------       ------------
                                                                      (1,913,599)          (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)
                                                                    ------------       ------------

                                                                      (4,800,619)        (3,141,720)
                                                                    ------------       ------------

                                                                    $  2,217,284       $  3,930,843
                                                                    ============       ============
</TABLE>

                                       2

<PAGE>


                   CareerEngine Network, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                             Three Months Ended               Six Months Ended
                                                                   June 30,                        June 30,
                                                        -----------------------------------------------------------------

                                                            2001              2000              2001              2000
                                                        -----------       -----------       -----------       -----------
<S>                                                     <C>               <C>               <C>               <C>
Revenues:
     E-recruiting related services                      $   290,705       $   335,948       $   573,941       $   514,558
     Income on securities transactions                                         21,332           420,253           696,137
     Interest income                                          9,778            22,511            16,626            64,863
                                                        -----------       -----------       -----------       -----------

                                                            300,483           379,791         1,010,820         1,275,558
                                                        -----------       -----------       -----------       -----------

Expenses:
     Compensation and related costs                         455,530           819,034         1,314,245         1,510,054
     Advertising                                             63,370           416,063           251,249         1,026,854
     General and administrative                             359,035           463,438           863,142           970,063
     Interest                                                79,442           246,875           230,884           246,875
                                                        -----------       -----------       -----------       -----------

                                                            957,377         1,945,410         2,659,520         3,753,846
                                                        -----------       -----------       -----------       -----------

Loss from continuing operations
     before income taxes                                   (656,894)       (1,565,619)       (1,648,700)       (2,478,288)

Income tax provision                                                                             10,200            15,340
                                                        -----------       -----------       -----------       -----------

Loss from continuing operations                            (656,894)       (1,565,619)       (1,658,900)       (2,493,628)

Discontinued operations:
     Income (loss) from operations of discontinued
         real estate and consulting activities                                   (729)          (87,750)          201,468
                                                        -----------       -----------       -----------       -----------

Net loss                                                $  (656,894)      $(1,566,348)      $(1,746,650)      $(2,292,160)
                                                        ===========       ===========       ===========       ===========

Per common share - basic and diluted:
     Loss from continuing operations                    $      (.12)      $      (.29)      $      (.30)      $      (.46)
     Loss from discontinued operations                           --                --              (.02)              .04
                                                        ===========       -----------       -----------       -----------

Net loss per common share                               $      (.12)      $      (.29)      $      (.32)      $      (.42)
                                                        ===========       ===========       ===========       ===========


Weighted average number of common
     shares outstanding - basic and diluted               5,504,944         5,440,000         5,504,944         5,438,000
                                                        ===========       ===========       ===========       ===========
</TABLE>

                                       3

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                         Six Months Ended
                                                                                             June 30,
                                                                                   ------------------------------
                                                                                      2001              2000
                                                                                   -----------       -----------
<S>                                                                               <C>               <C>
Cash flows from operating activities:
     Loss from continuing operations                                              $(1,658,900)      $(2,292,160)
     Adjustments to reconcile loss from continuing operations to net cash
         (used in) provided by operating activities:
             Depreciation and amortization                                            216,876           143,599
             Issuance of treasury stock for services                                                     15,200
             Interest on beneficial conversion feature of debentures payable                            246,875
             Sale of marketable securities, net                                     1,084,182         2,435,000
             Changes in:
                  Deferred financing costs, net                                                        (326,803)
                  Accounts receivable                                                  18,042          (214,215)
                  Other assets                                                        (42,547)          321,110
                  Accrued expenses, other liabilities and accrued interest             18,206          (249,513)
                                                                                  -----------       -----------
Cash provided by (used in) continuing operations                                     (364,141)           79,093
Cash (used in) discontinued operations                                                (87,750)         (780,402)
                                                                                  -----------       -----------

                      Net cash (used in) operating activities                        (451,891)         (701,309)
                                                                                  -----------       -----------

Cash flows from investing activities:
     Proceeds from surrender of life insurance policies                               226,390
     Purchase of furniture and equipment                                                               (164,112)
                                                                                  -----------       -----------
Cash provided by (used in) continuing operations                                      226,390          (164,112)
Cash provided by discontinued operations
                                                                                                    -----------

                      Net cash provided by (used in) investing activities             226,390          (164,112)
                                                                                  -----------       -----------

Cash flows from financing activities:
     Proceeds from issuance of debentures                                                             1,331,028
     Additional paid in capital from sale of debentures                                                 643,972
                                                                                  -----------       -----------
Cash provided by continuing operations                                                                1,975,000
Cash provided by discontinued operations
                                                                                  -----------       -----------

                      Net cash provided by financing activities                       226,390         1,975,000
                                                                                  -----------       -----------

Increase (decrease) in cash and cash equivalents                                     (225,501)        1,109,579
Cash and cash equivalents at beginning of period                                    1,126,358         1,006,276
                                                                                  -----------       -----------

Cash and cash equivalents at end of period                                        $   900,857       $ 2,115,855
                                                                                  ===========       ===========


Supplemental disclosures of cash flow information related to
     continuing operations:
         Cash paid during the period for:
             Interest                                                             $   216,000       $        --
             Income taxes                                                         $   156,843       $    16,020
             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, 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 June 30, 2001 and the results
               of its operations and its cash flows for the three and six month
               periods ended June 30, 2001 and 2000. The financial statements as
               of June 30, 2001 and for the three and six month periods 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 and six month periods ended June 30,
               2000 to conform to the presentation of the three and six month
               periods ended June 30, 2001. In addition, the financial
               statements for the three and six month periods ended June 30,
               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 six-month period ended June 30, 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 June 30, 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 June 30, 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 June 30, 2001
consists of the following:


                                                 June 30, 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 and six month periods
ended June 30, 2001 and 2000 are as follows:


                  Three Months Ended                  Six Months Ended
                      June 30,                            June 30,
            -----------------------------       -----------------------------
                2001              2000              2001              2000
            -----------       -----------       -----------       -----------
Revenues    $ 3,749,130       $ 2,236,467       $ 7,498,260       $ 4,505,696
Expenses     (3,749,130)       (2,237,196)       (7,586,010)       (4,304,228)
            -----------       -----------       -----------       -----------
            $                 $      (729)      $   (87,750)      $   201,468
            ===========       ===========       ===========       ===========


                                       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.

               In August 2001, the Company entered into a settlement agreement,
               subject to Court approval, which will release the Company from
               claims arising from the November 2000 litigation in exchange for
               a nominal payment.

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 $1,163,900 is
               fully satisfied. Utilizing current IRS interest rates, the
               assessment and related interest would be satisfied in
               approximately May 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:
               ----------------------

               Three Month Period Ended June 30, 2001 Compared to the Three
               Month Period Ended June 30, 2000

               Revenues

               Total revenues from continuing operations decreased to $300,483
               for the three-month period ended June 30, 2001 from $379,791 for
               the three-month period ended June 30, 2000.

               E-recruiting related services decreased to $290,705 for the
               three-month period ended June 30, 2001 from $335,948 for the
               three-month period ended June 30, 2000 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 June 30, 2001 from $21,332 for the
               three-month period ended June 30, 2000 as the Company's cash
               management activities ceased on March 31, 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 $9,778 for the three-month period
               ended June 30, 2001 from $22,511 for the three-month period ended
               June 30, 2000 due to the reduced amount of funds available for
               investment.

               Expenses

               Total expenses from continuing operations decreased to $957,377
               for the three-month period ended June 30, 2001 from $1,945,410
               for the three-month period ended June 30, 2000.

               Compensation and related costs decreased to $455,530 for the
               three-month period ended June 30, 2001 from $819,034 for the
               three-month period ended June 30, 2000. The decrease is due to
               the Company's cost reduction strategy, consisting primarily of
               staff reductions, which it commenced in December 2000.

                                       9

<PAGE>





               Advertising expense decreased to $63,370 for the three-month
               period ended June 30, 2001 from $416,063 for the three-month
               period ended June 30, 2000 as CareerEngine, Inc. commenced a cost
               reduction program in December 2000, focused primarily on
               compensation and advertising related expenditures.

               General and administrative expenses decreased to $359,035 for the
               three-month period ended June 30, 2001 from $463,438 for the
               three-month period ended June 30, 2000 due primarily to an
               overaccrual of insurance expense recognized upon the receipt of
               the proceeds from the surrender of the split dollar and whole
               life insurance policies it had with the Chairman of the Company.

               Interest expense decreased to $79,442 for the three-month period
               ended June 30, 2001 from $246,875 for the three-month period
               ended June 30, 2000 primarily due to an overaccrual of interest
               expense on our outstanding tax assessment.

               Operating Loss

               On a pre-tax basis, we had a loss of $656,894 for the three-month
               period ended June 30, 2001 from continuing operations compared
               with a loss of $1,565,619 for the three-month period ended June
               30, 2000 from continuing operations due to the expenses
               associated with CareerEngine, Inc. For Federal income tax
               purposes, as of June 30, 2001, we had net operating loss
               carryforwards of approximately $25,747,000 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 June 30, 2001 was $656,894 compared with a loss from
               continuing operations of $1,565,619 for the three-month period
               ended June 30, 2000. For the three-month period ended June 30,
               2001, loss per common share from continuing operations, basic and
               diluted, was $.12 per share. For the three-month period ended
               June 30, 2000, loss per common share from continuing operations,
               basic and diluted, was also $.29 per share.

               Our loss from discontinued operations for the three-month period
               ended June 30, 2001 was nil compared with a loss from
               discontinued operations of $729 for the three-month period ended
               June 30, 2000. For the three-month periods ended June 30, 2001
               and June 30, 2000, loss per common share from discontinued
               operations, basic and diluted, was nil.

               Our net loss for the three-month period ended June 30, 2001 was
               $656,894, compared with a net loss of $1,566,348 for the
               three-month period ended June 30, 2000. For the three-month
               period ended June 30, 2001, net loss per common share, basic and
               diluted, was $.12 per share. For the three-month period ended
               June 30, 2000, net loss per common share, basic and diluted, was
               $.29 per share.

                                       10

<PAGE>


               Six Month Period Ended June 30, 2001 Compared to the Six Month
               Period Ended June 30, 2000

               Revenues

               Total revenues from continuing operations decreased to $1,010,820
               for the six-month period ended June 30, 2001 from $1,275,558 for
               the six-month period ended June 30, 2000.

               E-recruiting related services increased to $573,941 for the
               six-month period ended June 30, 2001 from $514,558 for the
               six-month period ended June 30, 2000 as the ASP operations of our
               subsidiary, CareerEngine, Inc., commenced in the first quarter of
               2000.

               Income on securities transactions, net decreased to $420,253 for
               the six-month period ended June 30, 2001 from $674,805 for the
               six-month period ended June 30, 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 $16,626 for the six-month period
               ended June 30, 2001 from $64,863 for the six-month period ended
               June 30, 2000 due to the reduced amount of funds available for
               investment.

               Expenses

               Total expenses from continuing operations decreased to $2,659,520
               for the six-month period ended June 30, 2001 from $3,753,846 for
               the six-month period ended June 30, 2000.

               Compensation and related costs decreased to $1,314,245 for the
               six-month period ended June 30, 2001 from $1,510,054 for the
               six-month period ended June 30, 2000. The decrease is due to the
               Company's cost reduction strategy, consisting primarily of staff
               reductions, which it commenced in December 2000.

               Advertising expense decreased to $251,249 for the six-month
               period ended June 30, 2001 from $1,026,854 for the six-month
               period ended June 30, 2000 as CareerEngine, Inc. commenced a cost
               reduction program, focused primarily on compensation and
               advertising related expenditures.

               General and administrative expenses decreased to $863,142 for the
               six-month period ended June 30, 2001 from $970,063 for the
               six-month period ended June 30, 2000 due primarily to (i) the
               additional costs incurred by the Company relating to its fund
               raising efforts and (ii) the recognition of an overaccrual of
               insurance expense upon the receipt of the proceeds from the
               surrender of the split dollar and whole life insurance policies
               it had with the Chairman of the Company.

               Interest expense decreased to $230,884 for the six-month period
               ended June 30, 2001 from $246,875 for the six-month period ended
               June 30, 2000 primarily due to the commencement of principal and
               interest payments on our outstanding tax assessment in 2000.

                                       11

<PAGE>


               Operating Loss

               On a pre-tax basis, we had a loss of $1,648,700 for the six-month
               period ended June 30, 2001 from continuing operations compared
               with a loss of $2,478,288 for the six-month period ended June 30,
               2000 from continuing operations due to the expenses associated
               with CareerEngine, Inc. For Federal income tax purposes, as of
               June 30, 2001, we had net operating loss carryforwards of
               approximately $25,747,000 available to reduce future taxable
               income. These carryforwards expire in the years 2005 through
               2021.

               Our loss from continuing operations for the six-month period
               ended June 30, 2001 was $1,658,900 compared with a loss from
               continuing operations of $2,493,628 for the six-month period
               ended June 30, 2000. For the six-month period ended June 30,
               2001, loss per common share from continuing operations, basic and
               diluted, was $.30 per share. For the six-month period ended June
               30, 2000, loss per common share from continuing operations, basic
               and diluted, was $.46 per share.

               Our loss from discontinued operations for the six-month period
               ended June 30, 2001 was $87,750 compared with income from
               discontinued operations of $201,468 for the six-month period
               ended June 30, 2000. For the six-month period ended June 30,
               2001, loss per common share from discontinued operations, basic
               and diluted, was $.02 per share. For the six-month period ended
               June 30, 2000, income per common share from discontinued
               operations, basic and diluted, was $.04 per share.

               Our net loss for the six-month period ended June 30, 2001 was
               $1,746,650, compared with a net loss of $2,292,160 for the
               six-month period ended June 30, 2000. For the six-month period
               ended June 30, 2001, net loss per common share, basic and
               diluted, was $.32 per share. For the six-month period ended June
               30, 2000, net loss per common share, basic and diluted, was $.42
               per share.


            B. Liquidity and Capital Resources

               The Company has incurred substantial operating losses, sustained
               substantial operating cash outflows, and at June 30, 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 other expenses, principally advertising
               expenditures, commencing January 1, 2001.

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<PAGE>


               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 June 30, 2001.


            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.


                                       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 six months ended June 30, 2001.



                                       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: August 9, 2001              George W. Benoit, Chairman of the Board
                                  of Directors, President, and Chief Executive
                                  Officer




                                  /s/ Anthony S. Conigliaro
                                  ---------------------------------------------
Date: August 9, 2001              Anthony S. Conigliaro, Vice President and
                                  Chief Financial Officer




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