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 September 30, 2000

                               ------------------

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

             For the transition period from __________ to __________

                          Commission file number 1-9224

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

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

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

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

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                           Yes X               No __
                              ---

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

          Class                  Outstanding at October 31, 2000
          -----                  -------------------------------
Common stock - par value $.10           5,444,006 shares


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

Item l.   Financial Statements.

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

          The  results  of  operations  for the  three  and  nine  months  ended
          September 30, 2000 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>
                                                                        September 30,
                                                                            2000             December 31,
                                                                         (Unaudited)             1999
                                                                     ----------------     ----------------
ASSETS
<S>                                                                  <C>                  <C>
Cash and cash equivalents                                            $        953,714     $      1,006,276
Marketable securities                                                       2,533,153            4,888,610
Fixed assets, net                                                             657,906              600,541
Other assets                                                                1,460,068              565,018
                                                                     ----------------     ----------------

                                                                     $      5,604,841     $      7,060,445
                                                                     ================     ================

LIABILITIES

Debentures payable                                                   $      1,756,028
Accrued expenses and other liabilities                                      1,640,705     $      1,891,201
                                                                     ----------------     ----------------

      Total liabilities                                                     3,396,733            1,891,201
                                                                     ----------------     ----------------

Excess of liabilities over assets of discontinued operations                3,361,269            3,215,344


Commitments

STOCKHOLDERS' EQUITY

Common stock - authorized 20,000,000 shares,
   par value $.10; issued 6,749,600 shares                                    674,960              674,960
Preferred stock - authorized 1,000,000 shares,
   par value $.10; none issued
Paid-in surplus                                                            16,096,808           14,984,510
Deficit                                                                   (14,896,533)         (10,657,861)
                                                                     ----------------     ----------------

                                                                            1,875,235            5,001,609
Less treasury stock, at cost -
1,305,594 shares in 2000 and 1,313,927 in 1999                             (3,028,396)          (3,047,709)
                                                                     ----------------     ----------------

                                                                           (1,153,161)           1,953,900
                                                                     -----------------    ----------------

                                                                     $      5,604,841     $      7,060,445
                                                                     ================     ================
</TABLE>

                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  Three Months Ended                     Nine Months Ended
                                                                     September 30,                         September 30,
                                                         ----------------------------------     ---------------------------------
                                                                2000               1999               2000               1999
                                                         --------------      --------------     --------------     --------------
Revenues
<S>                                                          <C>                 <C>                <C>                <C>
   E-recruiting related services                             $  415,160          $   16,091         $  929,718         $   16,091
   Income on securities transactions, net                       570,157             251,105          1,266,294          1,332,960
   Interest income                                               37,357              93,842             98,412            300,187
   Other income                                                                     228,190              2,024            228,190
                                                         --------------      --------------     --------------     --------------
                                                              1,022,674             589,228          2,296,448          1,877,428
                                                         --------------      --------------     --------------     --------------

Expenses
   Compensation and related costs                               972,136             558,557          2,482,190          1,007,069
   Advertising                                                  330,920             344,537          1,357,774            412,695
   General and administrative                                   566,254             352,155          1,702,604            808,765
   Beneficial conversion feature
      of debentures payable                                                                            246,875
                                                         --------------      --------------     --------------     --------------
                                                              1,869,310           1,255,249          5,789,443          2,228,529
                                                         --------------      --------------     --------------     --------------

Loss from continuing operations
before income taxes                                            (846,636)           (666,021)        (3,492,995)          (351,101)
   Income tax provision                                                                                 15,340             12,163
                                                         --------------      --------------     --------------     --------------

Loss from continuing operations                                (846,636)           (666,021)        (3,508,335)          (363,264)
                                                         ---------------     ---------------    ---------------    ---------------

Discontinued operations:
   Income (loss) from operations of discontinued
      real estate and consulting activities                    (295,191)            (76,275)            74,349         (1,226,550)
   Write-off of unamortized financing costs                    (804,667)                              (804,667)
                                                         --------------      --------------     --------------     --------------

Loss from discontinued operations                            (1,099,858)            (76,275)          (730,318)        (1,226,550)
                                                         ---------------     ---------------    ---------------    ---------------

Net Loss                                                 $   (1,946,494)      $    (742,296)     $  (4,238,653)      $ (1,589,814)
                                                         ===============     ===============    ===============    ===============

Per common share - basic and diluted
   Loss from continuing operations                               $ (.16)             $ (.13)            $ (.65)            $ (.06)
   Loss from discontinued operations                               (.20)               (.01)              (.13)              (.23)
                                                                 -------             -------            -------            -------
   Net loss                                                      $ (.36)             $ (.14)            $ (.78)            $ (.29)
                                                                 =======             =======            =======            =======

Weighted average number of common shares
outstanding - basic and diluted                               5,442,183           5,435,673          5,440,090          5,435,964
                                                         ==============      ==============     ==============     ==============
</TABLE>



                                       3

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                      Nine Months Ended
                                                                                            -------------------------------------
                                                                                                        September 30,
                                                                                                  2000                1999
                                                                                            ---------------    --------------
<S>                                                                                            <C>                  <C>
Cash flows from operating activities
   Loss from continuing operations                                                             $(3,508,335)         $(363,264)
   Adjustments to reconcile loss from continuing operations to
      net cash provided by (used in) operating activities:
        Depreciation and amortization                                                              232,144            191,651
        Beneficial conversion feature of debentures payable                                        246,875
        Sale of marketable securities, net                                                       2,355,457          1,528,540
        Issuance of treasury stock for services                                                     18,483
        Changes in:
           Other assets                                                                           (688,397)             7,743
           Accrued expenses and other liabilities                                                 (250,496)           939,478
                                                                                            ---------------    --------------
        Cash provided by (used in) continuing operations                                        (1,594,269)         2,304,148
        Cash provided by (used in) discontinued operations                                        (584,393)         8,462,072
                                                                                            ---------------    --------------

              Net cash (used in) provided by operating activities                               (2,178,662)        10,766,220
                                                                                            ---------------    --------------

Cash flows from investing activities
   Purchase of furniture and equipment                                                            (273,900)          (557,471)
                                                                                            ---------------    ---------------
   Cash provided by (used in) continuing operations                                               (273,900)          (557,471)
   Cash provided by (used in) discontinued operations                                                             (10,879,253)
                                                                                            ---------------    --------------


              Net cash provided by (used in) investing activities                                 (273,900)       (11,436,724)
                                                                                            ---------------    ---------------

Cash flows from financing activities
   Purchase of treasury stock                                                                                         (23,180)
   Proceeds from issuance of debentures                                                          1,756,028
   Additional paid in capital from sale of debentures                                              643,972
                                                                                            --------------     --------------

   Cash provided by (used in) continuing operations                                              2,400,000            (23,180)
   Cash provided by (used in) discontinued operations                                                                 750,000
                                                                                            ---------------    --------------


              Net cash provided by (used in) financing activities                                2,400,000            726,820
                                                                                            ---------------    --------------

Increase (decrease) in cash and cash equivalents                                                    52,562             56,316

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

Cash and cash equivalents at end of period                                                        $953,714         $1,097,271
                                                                                            ==============     ==============

Supplemental  disclosures of Cash Flow  Information  from continuing  operations
   Cash paid during the period for:
      Interest                                                                                     $45,336                 --
      Income taxes                                                                                 $30,684             $7,375
      Issuance of warrants in connection with debentures payable                                  $222,282                 --

</TABLE>

                                      -4-

<PAGE>

                   CareerEngine Network, Inc. and Subsidiaries

              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)

1.       Significant Accounting Policies

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

         Certain amounts have been reclassified in the financial  statements for
         the three and nine month periods ended September 30, 1999 to conform to
         the  presentation  of the three and nine month periods ended  September
         30, 2000. In addition,  the financial  statements have been restated to
         reflect the  discontinued  operations  of the periods  presented and to
         reclassify the assets and liabilities related thereto (see Note 4).

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
         ($3,361,269   at  September  30,  2000)  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 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.

                                       5

<PAGE>

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.

         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
         September 30, 2000 and December 31, 1999 consists of the following:

                                September 30, 2000       December 31, 1999
                                ------------------       -----------------
  Real estate leased, net       $      69,510,631        $     70,336,022
  Other assets                          2,643,780               2,284,764
  Reimbursement obligations           (72,750,000)            (72,750,000)
  Other liabilities                      (515,680)               (836,130)
  Due to preferred member              (2,250,000)             (2,250,000)
                                ------------------       -----------------
                                $      (3,361,269)       $     (3,215,344)
                                ==================       =================

         Loss from  discontinued  operations  for the three month  periods ended
         September 30, 2000 and 1999 and the nine month periods ended  September
         30, 2000 and 1999 are as follows:
<TABLE>
<CAPTION>
                                      Three Months Ended             Nine Months Ended
                                        September 30,                 September 30,
                                -----------------------------   ----------------------------
                                     2000            1999           2000           1999
                                --------------  ------------    -------------  -------------
<S>                             <C>             <C>             <C>            <C>
Revenues                        $   1,130,607   $    425,073    $  5,804,374   $  1,768,759
Expenses                           (1,425,798)      (501,348)     (5,730,025)    (2,995,309)
Write-off of unamortized
  financing costs                    (804,667)                      (804,667)
                                --------------  ------------    -------------  -------------
                                $  (1,099,858)  $    (76,275)   $   (730,318)  $ (1,226,550)
                                ==============  =============   =============  =============
</TABLE>

                                       6
<PAGE>



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

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

         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's  financial  resources as well as the efforts of
         its management shall now be focused entirely on this segment.

         E-recruiting  activities  are derived  from the  operations  of the two
         divisions of the Company's wholly-owned subsidiary,  CareerEngine, Inc.
         These  divisions,  CareerEngine  Network  and  CareerEngine  Solutions,
         provide on- and off-line  companies with a dynamic  solution to on-line
         recruiting  challenges.  The  two  divisions  represent  an  innovative
         business  model,  making  CareerEngine,  Inc.  a unique  player  in the
         on-line recruiting space.

         CareerEngine Network is a leading network of approximately 25+ vertical
         career  sites,   organized  by  function,   profession,   location  and
         diversity.  These  sites  allow  companies  to post  job  openings  for
         qualified  candidates.  Prospective  employees  can  search  for  jobs,
         confidentially  post their resumes,  receive  personalized  advice from
         on-line  career  counselors,  and  a  host  of  other  services.  These
         "vertical" career sites are free to those seeking employment.

         CareerEngine   Solutions,   an  Application   Service  Provider  (ASP),
         innovatively  serves  both on- and  off-line  businesses  by  building,
         hosting and maintaining turnkey career sites.  CareerEngine consultants
         assist clients'  efforts to maximize the potential of their new site by
         providing sales and marketing expertise.

         A.       Three  Months Ended  September  30, 2000  Compared  with Three
                  Months Ended September 30, 1999

                  Total  revenues  increased to $1,022,674  for the three months
                  ended  September  30, 2000 from  $589,228 for the three months
                  ended  September  30,  1999  due  primarily  to  increases  in
                  E-recruiting  service  revenues and income on cash  management
                  activities.

                  E-recruiting  related  services  increased to $415,160 for the
                  three  months  ended  September  30,  2000 from 16,091 for the
                  three  months  ended  September  30, 1999 as the  E-recruiting
                  operations of the Company's  subsidiary,  CareerEngine,  Inc.,
                  commenced in the quarter ended September 30, 1999.

                                       7
<PAGE>

                  Income on securities  transactions,  net increased to $570,157
                  for the three  months  ended  September  30, 2000  compared to
                  $251,105  for  the  three  months  ended  September  30,  1999
                  principally  from the results of the Company's cash management
                  and   investing    activities.    These   activities   include
                  transactions   involving  futures,   puts,  calls,   equities,
                  municipal securities, and other securities.

                  Interest  income  decreased  to $37,357  for the three  months
                  ended  September  30, 2000 from  $93,842 for the three  months
                  ended  September  30, 1999 due to the reduced  amount of funds
                  available for investment.

                  Other  income for the three months  ended  September  30, 1999
                  relates  primarily to the  Company's  collection of a reserved
                  receivable relating to the sale of a former subsidiary.

                  Total  expenses  increased to $1,869,310  for the three months
                  ended  September 30, 2000 from $1,255,249 for the three months
                  ended  September  30,  1999   principally  due  to  the  costs
                  associated  with  the  additional  employees  related  to  the
                  E-recruiting operations of the Company.

                  Compensation  and related costs  increased to $972,136 for the
                  three months ended  September  30, 2000 from  $558,557 for the
                  three months  ended  September  30, 1999.  The increase is due
                  principally to the additional employees hired by CareerEngine,
                  Inc. in connection with its  internet-based  job  E-recruiting
                  activities.  The Company  anticipates that compensation  costs
                  will  increase  very  moderately  in the last three  months of
                  2000.

                  Advertising  expense decreased  moderately to $330,920 for the
                  three months ended  September  30, 2000 from  $344,537 for the
                  three months ended September 30, 1999, as  CareerEngine,  Inc.
                  continues  its  comprehensive   communications   program  that
                  commenced in 1999.

                  General and administrative  expenses increased to $566,254 for
                  the three months ended  September  30, 2000 from  $352,155 for
                  the three months ended  September  30, 1999,  due primarily to
                  the increased operations of CareerEngine, Inc.

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

                                       8
<PAGE>

                  On a pre-tax basis, the Company had a loss of $846,664 for the
                  three  months  ended   September  30,  2000  from   continuing
                  operations  compared with a loss of $666,021  from  continuing
                  operations for the expenses associated with CareerEngine, Inc.
                  For Federal income tax purposes,  as of December 31, 1999, the
                  Company had net operating loss  carryforwards of approximately
                  $17,311,000  available to reduce future taxable income.  These
                  carryforwards expire in the years 2005 through 2019.

                  The  Company's  net loss for the three months ended  September
                  30, 2000 from continuing operations was $846,636 compared with
                  a net loss of  $666,021  from  continuing  operations  for the
                  three months ended  September  30, 1999.  For the three months
                  ended  September  30,  2000,  loss per share  from  continuing
                  operations  (basic and  diluted)  is $.16 per  share.  For the
                  three months ended September 30, 1999, net loss per share from
                  continuing operations (basic and diluted) was $.13 per share.

                  The  Company's  net loss for the three months ended  September
                  30, 2000 from discontinued  operations was $1,099,858 compared
                  with a net loss of $76,275 from  discontinued  operations  for
                  the three  months  ended  September  30,  1999.  For the three
                  months  ended   September  30,  2000,   loss  per  share  from
                  discontinued operations (basic and diluted) is $.2o per share.
                  For the three months ended  September  30, 1999,  net loss per
                  share from  discontinued  operations  (basic and  diluted) was
                  $.01 per share.

                  The  Company's  net loss for the three months ended  September
                  30, 2000 was $1,946,494,  compared with a net loss of $742,296
                  for the three months ended  September 30, 1999.  For the three
                  months ended  September  30,  2000,  loss per share (basic and
                  diluted)  is $.36  per  share.  For  the  three  months  ended
                  September  30,  1999,  net  loss per  share  from  (basic  and
                  diluted) was $.14 per share.

                  Nine Months Ended September 30, 2000 Compared with Nine Months
                  Ended September 30, 1999

                  Total  revenues  increased to  $2,296,448  for the nine months
                  ended  September 30, 2000 from  $1,877,428 for the nine months
                  ended  September  30,  1999,  due  primarily  to  increases in
                  E-recruiting  service  revenues and income on cash  management
                  activities.

                  E-recruiting  related  services  increased to $929,718 for the
                  nine months ended  September 30, 2000 from 16,031 for the nine
                  months  ended   September  30,  1999,   as  the   E-recruiting
                  operations of the Company's  subsidiary,  CareerEngine,  Inc.,
                  commenced in the quarter ended September 30, 1999.

                                       9
<PAGE>

                  Income on securities transactions, net decreased to $1,266,294
                  for the nine  months  ended  September  30,  2000  compared to
                  $1,332,960  for the nine  months  ended  September  30,  1999,
                  principally  from the results of the Company's cash management
                  and   investing    activities.    These   activities   include
                  transactions   involving  futures,   puts,  calls,   equities,
                  municipal securities, and other securities.

                  Interest income decreased to $98,412 for the nine months ended
                  September  30, 2000 from  $300,187  for the nine months  ended
                  September  30,  1999,  due  to the  reduced  amount  of  funds
                  available for investment.

                  Other  income for the nine  months  ended  September  30, 1999
                  relates  primarily to the  Company's  collection of a reserved
                  receivable relating to the sale of a former subsidiary.

                  Total  expenses  increased to  $5,789,443  for the nine months
                  ended  September 30, 2000 from  $2,228,529 for the nine months
                  ended  September  30, 1999,  principally  due to the increased
                  compensation   and   selling   costs   associated   with   the
                  e-recruiting operations of CareerEngine, Inc.

                  Compensation and related costs increased to $2,482,190 for the
                  nine months ended  September 30, 2000 from  $1,007,069 for the
                  nine months  ended  September  30,  1999.  The increase is due
                  principally to the additional employees hired by CareerEngine,
                  Inc.  in  connection  with  its  internet-based   E-recruiting
                  activities.  The Company  anticipates that compensation  costs
                  will  increase  very  moderately  in the last three  months of
                  2000.

                  Advertising  expense  increased  to  $1,357,774  for the  nine
                  months  ended  September  30, 2000 from  $412,695 for the nine
                  months  ended  September  30,  1999,  as  CareerEngine,   Inc.
                  commenced its comprehensive communications program in 1999.

                  General and  administrative  expenses  increased to $1,702,604
                  for the nine months ended September 30, 2000 from $808,765 for
                  the nine months ended September 30, 1999, due primarily to the
                  increased operations of CareerEngine, Inc.

                  The  $246,875  non-recurring  interest  expense  for the  nine
                  months ended September 30, 2000 represents the charge required
                  to recognize the beneficial  conversion feature related to the
                  issuance of  debentures  payable  and the related  warrants in
                  June 2000.

                                       10
<PAGE>

                  On a pre-tax  basis,  the Company had a loss of $3,492,995 for
                  the nine  months  ended  September  30,  2000 from  continuing
                  operations,  compared with a loss of $351,021 from  continuing
                  operations for the expenses associated with CareerEngine, Inc.
                  In the nine months ended September 30, 2000, the Company had a
                  tax  expense of $15,340  compared  to a tax expense of $12,123
                  for the nine  months  ended  September,  30 2000.  For Federal
                  income tax purposes,  as of December 31, 1999, the Company had
                  net operating loss carryforwards of approximately  $17,311,000
                  available to reduce future taxable income. These carryforwards
                  expire in the years 2005 through 2019.

                  The Company's net loss for the nine months ended September 30,
                  2000 from continuing operations was $3,508,335 compared with a
                  net loss of $363,264 from  continuing  operations for the nine
                  months ended  September  30,  1999.  For the nine months ended
                  September 30, 2000, loss per share from continuing  operations
                  (basic and  diluted)  is $.65 per share.  For the nine  months
                  ended  September 30, 1999, net loss per share from  continuing
                  operations (basic and diluted) was $.06 per share.

                  The Company's net loss for the nine months ended September 30,
                  2000 from discontinued operations was $730,318 compared with a
                  net loss of $1,226,550  from  discontinued  operations for the
                  nine months  ended  September  30,  2000.  For the nine months
                  ended  September  30,  2000 loss per share  from  discontinued
                  operations (basic and diluted) is $.13 per share. For the nine
                  months  ended  September  30,  1999,  net loss per share  from
                  discontinued  operations  (basic  and  diluted)  was  $.23 per
                  share.

                  The Company's net loss for the nine months ended September 30,
                  2000 was  $4,238,653,  compared  with a net loss of $1,589,814
                  for the nine months ended  September  30,  1999.  For the nine
                  months ended  September  30,  2000,  loss per share (basic and
                  diluted)  is  $.78  per  share.  For  the  nine  months  ended
                  September  30,  1999,  net  loss per  share  from  (basic  and
                  diluted) was $.29 per share.

         B.       Liquidity and Capital Resources

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

                  The  Company  invests  excess  funds  in  liquid,   short-term
                  financial  instruments  in order to maximize  its current cash
                  return  with  minimum  interest  rate risk.  Such  investments
                  include U.S.  Government  and municipal  obligations,  futures
                  contracts and money market funds.

                                       11
<PAGE>


                  While the Company believes that currently available funds will
                  provide it with  sufficient  resources to meet all present and
                  reasonably  foreseeable  future operational and capital needs,
                  the Company  continues to actively seek external  financing in
                  order  to  fund  the  projected  expanded  operations  of  its
                  e-recruiting activities.

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

                  The Company does not have any material commitments for capital
                  expenditures as of September 30, 2000.

                                       12
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 5.  Other Information.

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

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

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

                  Exhibit 27 -- Financial Data Schedule - see below

         (b)      Reports on Form 8-K:

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

                                       13
<PAGE>

                                   SIGNATURES

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

                                     CAREERENGINE NETWORK, INC.



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




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


                                       14