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, 2002
                                                 -------------
[   ]  Transition report under Section 13 or 15(d) of the Exchange Act of 1934

                        For the transition period from            to
                                                       ----------    -----------
                          Commission file number 1-9224

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

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

             200 West 57th Street, Suite 1103, New York, N.Y. 10019
             ------------------------------------------------------
                    (Address of Principal Executive Offices)

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

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

                                Yes [ X ] No [ ]

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

              Class                    Outstanding at July 31, 2002
              -----                    ----------------------------

     Common stock - par value $.10           5,590,944 shares
     ------------------------------        ---------------------


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

Item l.   Financial Statements.

          The  following   consolidated  financial  statements  of  CareerEngine
          Network,  Inc.  and  subsidiaries  (collectively  referred  to as  the
          "Company,"  unless the context  requires  otherwise)  are  prepared in
          accordance  with the  rules  and  regulations  of the  Securities  and
          Exchange  Commission  for Form  10-QSB  and  reflect  all  adjustments
          (consisting of normal  recurring  accruals) and disclosures  which, in
          the opinion of  management,  are  necessary  for a fair  statement  of
          results for the interim periods presented.  It is suggested that these
          financial  statements  be  read  in  conjunction  with  the  financial
          statements and notes thereto included in the Company's Form 10-KSB for
          the year ended December 31, 2001,  which was filed with the Securities
          and Exchange Commission.

          The results of operations for the three and six-months  ended June 30,
          2002 are not necessarily  indicative of the results to be expected for
          the entire fiscal year.


<PAGE>
                                       1


<TABLE>
<CAPTION>


                   CareerEngine Network, Inc. and Subsidiaries
                           Consolidated Balance Sheets


                                                                                 June 30,
                                                                                   2002                December 31,
                                                                                (Unaudited)               2001
                                                                               -----------                ----

<S>                                                                          <C>                       <C>
ASSETS

Current:
    Cash and cash equivalents                                                 $    361,793             $    200,782
    Accounts receivable, net                                                        49,480                   71,342
    Insurance claims receivable                                                     29,390                  346,231
    Other                                                                           31,541                   26,404
                                                                               -----------              -----------
        Total current assets                                                       472,204                  644,759
Fixed assets, net                                                                   91,236                  203,192
Deferred financing costs, net                                                      342,325                  364,297
Other                                                                                                        37,411
                                                                               -----------              -----------
               Total assets                                                   $    905,765             $  1,249,659
                                                                               ===========              ===========
LIABILITIES

Current:
    Accounts payable and accrued expenses                                     $    499,096             $    897,257
    Interest payable                                                                72,000                   72,000
    Tax assessment payable                                                         882,393                  852,543
    Excess of liabilities over assets of discontinued operations                                          3,512,884
                                                                               -----------              -----------
        Total current liabilities                                                1,453,489                5,334,684
Debentures payable, net of unamortized discount
    of $676,864 in 2002 and $691,748 in 2001                                     1,723,136                1,708,252
Deferred grant revenue                                                             116,740
                                                                               -----------              -----------
           Total liabilities                                                     3,293,365                7,042,936
                                                                               -----------              -----------
Commitments and contingencies

CAPITAL (DEFICIT)

Preferred stock - authorized 1,000,000 shares, par value $0.10;
    none issued
Common stock - authorized 20,000,000 shares, par value $0.10;
    6,829,600 and 6,789,600 shares issued
    in 2002 and 2001, respectively                                                 682,960                  678,960
Paid-in surplus                                                                 16,290,691               15,996,941
Accumulated deficit                                                            (16,488,151)             (19,596,078)
                                                                               -----------              -----------
                                                                                   485,500               (2,920,177)
Less treasury stock, at cost -
    1,238,656 shares                                                            (2,873,100)              (2,873,100)
                                                                               -----------              -----------
           Total deficit                                                        (2,387,600)              (5,793,277)
                                                                               -----------              -----------

               Total liabilities and deficit                                  $    905,765             $  1,249,659
                                                                               ===========              ===========
</TABLE>


   See Notes to Consolidated Financial Statements

<PAGE>
                                       2


<TABLE>
<CAPTION>


                   CareerEngine Network, Inc. and Subsidiaries
                      Consolidated Statements of Operations


                                                                       Three Months Ended                     Six Months Ended
                                                                             June 30,                              June 30,
                                                                  --------------------------------     ----------------------------
                                                                    2002              2001                2002             2001
                                                                 (Unaudited)       (Unaudited)         (Unaudited)     (Unaudited)
                                                                 -----------       -----------         -----------     -----------

<S>                                                              <C>               <C>               <C>               <C>
Revenues:
    Service fee income                                            $    58,428       $   290,705       $   133,116       $   573,941
    Income on securities transactions                                                                                       420,253
    Interest income                                                       635             9,778             1,039            16,626
                                                                     -----------       -----------       -----------     -----------
                                                                       59,063           300,483           134,155         1,010,820
                                                                     -----------       -----------       -----------     -----------
Expenses:
    Compensation and related costs                                    168,716           455,530           356,503         1,314,245
    Advertising                                                                          63,370            10,000           251,249
    General and administrative                                        215,083           359,035           386,558           863,142
    Interest                                                           94,578            79,442           188,735           230,884
                                                                     -----------       -----------       -----------     -----------
                                                                      478,377           957,377           941,796         2,659,520
                                                                     -----------       -----------       -----------     -----------
Loss from continuing operations before items shown below             (419,314)         (656,894)         (807,641)       (1,648,700)
    Gain on fixed assets destroyed in catastrophe                      20,887                             152,934
    Reversal of Director fees accrual                                                                      55,000
                                                                     -----------       -----------       -----------     -----------
Loss from continuing operations before income taxes                  (398,427)         (656,894)         (599,707)       (1,648,700)
Income tax provision                                                                                        5,250            10,200
                                                                     -----------       -----------       -----------     -----------

Loss from continuing operations                                      (398,427)         (656,894)         (604,957)       (1,658,900)

Discontinued operations:
    Income (loss) from discontinued operations                                                          3,712,884           (87,750)
                                                                     -----------       -----------       -----------     -----------
Net income (loss)                                                 $  (398,427)      $  (656,894)      $ 3,107,927       $(1,746,650)
                                                                     -----------       -----------      ------------     -----------

Per common share - basic and diluted:
    Loss from continuing operations                               $      (.07)      $      (.12)      $      (.11)      $      (.30)
    Income (loss) from discontinued operations                             --                --               .67              (.02)
                                                                     -----------       -----------       -----------     -----------
Net income (loss) per common share                                $      (.07)      $      (.12)      $       .56       $      (.32)
                                                                     ===========       ===========       ===========     ===========


Weighted average number of common
    shares outstanding - basic and diluted                           5,590,944          5,504,944       5,580,944          5,504,944
                                                                     ===========       ===========      =========       ============

</TABLE>

   See Notes to Consolidated Financial Statements


                                        3
<PAGE>



<TABLE>
<CAPTION>


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

                                                                                             Six Months Ended
                                                                                                  June 30,
                                                                                                  --------
                                                                                         2002                  2001
                                                                                      (Unaudited)           (Unaudited)
                                                                                      -----------           -----------

<S>                                                                                <C>                     <C>
Cash flows from operating activities:
    Loss from continuing operations                                                  $  (604,957)           $(1,658,900)
    Adjustments to reconcile loss from continuing operations to net cash
        provided by (used in) operating activities:
           Depreciation and amortization                                                 133,928                216,876
           Issuance of common stock for services                                          31,500
           Amortization of debt discount                                                  14,884                 14,884
           Reversal of fees due to Directors                                             (55,000)
           Gain on fixed assets destroyed in catastrophe                                (152,934)
           Sale of marketable securities, net                                                                 1,084,182
           Changes in:
               Accounts and insurance claims receivable                                  185,769                 18,042
               Other assets                                                               32,274                (57,431)
               Accrued expenses and other liabilities                                    258,807                 18,206
               Deferred grant revenue                                                    116,740
                                                                                     -----------            -----------
Cash (used in) continuing operations                                                     (38,989)              (364,141)
Cash provided by (used in) discontinued operations                                       200,000                (87,750)
                                                                                     -----------            -----------
                  Net cash  provided by (used in) operating activities                   161,011               (451,891)
                                                                                     -----------            -----------
Cash flows from investing activities:
    Proceeds from surrender of life insurance policies                                                          226,390
                                                                                     -----------            -----------
Cash provided by continuing operations                                                                          226,390
                                                                                     -----------            -----------
                  Net cash provided by investing activities                                                     226,390
                                                                                     -----------            -----------
Increase (decrease) in cash and cash equivalents                                         161,011               (225,501)
Cash and cash equivalents at beginning of period                                         200,782              1,126,358
                                                                                     -----------            -----------
Cash and cash equivalents at end of period                                           $   361,793            $   900,857
                                                                                     ===========            ===========

Supplemental disclosures of cash flow information related to
    continuing operations:
        Cash paid during the period for:
           Interest                                                                  $   144,000            $   216,000
           Income taxes                                                              $     5,250            $   156,843

</TABLE>

   See Notes to Consolidated Financial Statements

                                        4

<PAGE>



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


1.   Catastrophe of September 11, 2001
     ---------------------------------

     The  Company's  headquarters  were located at Suite 2112 of Two World Trade
     Center in New York City. With the complete destruction of the building, all
     of the Company's leasehold improvements, furniture and fixtures, and office
     and computer equipment located at this site were also destroyed.

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

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

     In April 2002, the Company received insurance proceeds in amounts that have
     exceeded the net carrying value of the destroyed  assets and,  accordingly,
     has recorded a gain ($152,934 for the six-month period ended June 30, 2002)
     on assets destroyed due to this catastrophe.

     The Company also has  insurance for lost business  income,  extra  expenses
     related to the catastrophe,  and record re-creation. The ultimate insurance
     proceeds expected from the lost business income and extra expense insurance
     policy provisions are indeterminable by the Company at this time,  however,
     the Company has received  $12,416 on claims  submitted with regard to extra
     expenses  and has  recorded  such  amount  as a  reduction  of the  expense
     incurred. The insurance proceeds received in April 2002 ($50,000) and those
     claims still  outstanding  under the record  re-creation  insurance  policy
     provisions  of the Company  will be  sufficient  to recover  the  Company's
     related costs ($56,000).

     In addition,  the Company has applied for  governmental  assistance  grants
     related to the catastrophe.  In April 2002, the Company received a grant in
     the  amount of  $116,740.  The grant has  various  restrictions  that could
     require  its  repayment  (e.g.,  the  Company  temporarily  suspending  its
     business  due  to the  events  of  September  11th  and  not  resuming  its
     operations in one year, or relocating a substantial  portion its operations
     outside of New York City for a period of three  years).  Until such time as
     the grant  restrictions shall no longer apply, the grant will be classified
     as a  liability  of the  Company.  Upon  the  satisfaction  or lapse of the
     restrictions, the Company will remove the liability and record grant income
     on its financial statements.

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


<PAGE>
                                       5


2.   Significant Accounting Policies
     -------------------------------

     The accounting  policies followed by the Company are set forth in the notes
     to the Company's financial  statements included in its Form 10-KSB, for the
     year ended  December  3l,  2001,  which was filed with the  Securities  and
     Exchange Commission.

     In the opinion of management,  the unaudited  financial  statements include
     all  adjustments  necessary  for  a  fair  presentation  of  the  Company's
     financial  position as of June 30,  2002 and the results of its  operations
     and its cash flows for the three-month and six-month periods ended June 30,
     2002 and 2001.  The  financial  statements  as of June 30, 2002 and for the
     three months and six months then ended are not  necessarily  indicative  of
     the results that may be expected for the year ending December 31, 2002.

     The Company has incurred  substantial  losses from  continuing  operations,
     sustained  substantial  operating  cash  outflows,  has a  working  capital
     deficit and at June 30, 2002 has a capital deficiency.  Management believes
     that such losses and negative  operating cash flows will continue in fiscal
     year 2002.  The above factors raise  substantial  doubt about the Company's
     ability to continue as a going concern.  The Company's  continued existence
     is  dependent  on its  ability  to obtain  additional  equity  and/or  debt
     financing  to fund its  operations  and  ultimately  to achieve  profitable
     operations. The Company is attempting to raise additional financing and has
     initiated a cost reduction strategy. There is no assurance that the Company
     will obtain additional  financing or achieve profitable  operations or cash
     flow. The financial  statements do not include any adjustments  relating to
     the  recoverability  or  classification  of recorded  asset  amounts or the
     amount and  classification  of  liabilities  that might be  necessary  as a
     result of this uncertainty.

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

     E-recruiting  fees  are  earned  on  the  placement  of job  placement  and
     sponsorship  advertisements  on the Company's  web site and are  recognized
     over the period during which the  advertisements  are  exhibited.  Revenues
     derived  from  co-branding  arrangements  with content  providers  are of a
     similar  nature  and were  recognized  over the  period  during  which  the
     advertisements  are  exhibited.  Website  construction  fees are recognized
     ratably over the construction period.  Monthly hosting and maintenance fees
     for such sites are  recognized  ratably  over the period of the  underlying
     contract.

     Derivative Financial Instruments
     --------------------------------

     As part of its  investment  strategies  to profit from  anticipated  market
     movements,  the  Company  maintained  trading  positions  in a  variety  of
     derivative  financial   instruments   consisting   principally  of  futures
     contracts in  treasuries,  stocks and municipal  securities.  All positions
     were  reported at fair value,  and changes in fair value are  reflected  in
     operations  as  they  occurred.   The  Company   realized  net  gains  from
     derivatives  sold in the  three-month  and six-moth  periods ended June 30,
     2001 of  approximately  $420,000.  Such  amounts are  included in income on
     securities  transactions in the accompanying  statements of operations.  At
     June 30, 2002 and for the three-month and six-month  periods then ended, no
     derivative financial instruments were held by the Company.


<PAGE>
                                       6


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

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

3.   Discontinued Operations
     -----------------------

     In 1997,  the Company  entered  into a triple  net,  credit type lease with
     Carmike,  pursuant  to which the  Company  leased to Carmike six parcels of
     land  and  the  improvements  thereon.  Concurrently,  the  Company  issued
     $72,750,000  principal amount of its adjustable rate tender  securities due
     November  1, 2015 (the  "Bonds").  The Bonds were  secured  by  irrevocable
     letters of credit issued by a group of banks.  In connection  therewith the
     Company entered into a Reimbursement  Agreement with Wachovia, as agent for
     the banks, under which the Company was obligated to remit all rent received
     under the lease to Wachovia to  reimburse  the banks for the Bond  payments
     made by draws on their letters of credit.

     On August 8, 2000,  Carmike filed a petition under Chapter 11 of the United
     States Bankruptcy Code. As a result of that filing and Carmike's subsequent
     failure  to pay rent to date under the lease,  the  Company  failed to make
     required   payments  to  Wachovia   under  the   Reimbursement   Agreement.
     Accordingly,  Wachovia declared a default under the Reimbursement Agreement
     and  accelerated all amounts due by the Company  thereunder.  Wachovia also
     directed the Trustee under the related  Indenture to redeem the Bonds. Such
     amounts were paid entirely  through draws on the related  letters of credit
     and were not paid with funds of the Company.  However,  as the Bonds are no
     longer outstanding, all unamortized financing costs (amounting to $804,667)
     relating  thereto were expensed.  In addition,  Carmike has not disaffirmed
     the lease and continues to occupy the six theaters.

     Interest and fees which have been accrued on the reimbursement  obligations
     through  December 2001 have been recorded  with a  corresponding  amount of
     accrued rent receivable from Carmike.

     On January 31, 2002 title to the six theaters was  transferred to the banks
     in payment of the non-recourse debt under the  Reimbursement  Agreement and
     the Company recognized a gain of $3,512,884, representing the excess of the
     liabilities  over the  carrying  value of the assets  relating  to the real
     estate leased to Carmike.  In addition,  the Company  received  $294,755 in
     connection  with the sale of its common  membership  interest in  Movieplex
     relating to the transfer of title of the movie theaters to Wachovia.


<PAGE>
                                       7


<TABLE>
<CAPTION>

     Income  (loss)  from  discontinued   operations  for  the  three-month  and
     six-month periods ended June 30, 2002 and 2001 are as follows:

                                                        Three Months                               Six Months
                                                           Ended                                     Ended
                                                          June 30,                                  June 30,
                                                          --------                                  --------
                                                    2002               2001                  2002                   2001
                                                    ----               ----                  ----                   ----
<S>                                            <C>                <C>                  <C>                   <C>
Revenues:
     Rental income                            $                    $ 3,749,130          $ 1,249,710           $ 7,498,260
     Gain on extinguishment
       of debt                                                                            3,512,884
     Common membership
       interest transfer fee                                                                294,755
                                              ------                ----------           ----------            ----------
                                                                     3,749,130            5,057,349             7,498,260
                                              ------                ----------           ----------            ----------
Expenses:
     Interest                                                        3,749,130            1,249,710             7,498,260
     Other                                                                                   94,755                87,750
                                              ------                ----------           ----------            ----------
                                                                     3,749,130            1,344,465             7,586,010
                                              ------                ----------           ----------            ----------
                                              $   --               $        --          $ 3,712,884           $   (87,750)
                                              ======                ==========          ===========            ==========
</TABLE>


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

     The Company is a party to various vendor related litigations.  Based on the
     opinion  of  legal  counsel,   the  Company  has  accrued  a  liability  of
     approximately $180,000 and, accordingly,  this liability has been reflected
     in accounts payable and accrued expenses.

5.   Debentures Payable
     ------------------

     In 2000, the Company privately placed 48 units of its securities. Each unit
     consisted of a $50,000 subordinated  convertible debenture,  12,500 Class A
     Common  Stock  Warrants  and 12,500  Class B Common  Stock  Warrants.  Each
     $50,000  debenture is convertible  into 25,000 shares of common stock.  The
     Class A and B Warrants  are  exercisable  at $4 and $6,  respectively.  The
     debentures bear interest at 12%, payable  quarterly,  commencing October 1,
     2000 and mature March 31, 2010. The Class A and B Warrants are  exercisable
     at any time until March 31, 2003 and March 31, 2005,  respectively.  In the
     private  placement,  officers  of  the  Company  acquired  10.5  units  for
     $525,000.

     The  aggregate  number  of shares  issuable  upon the  exercise  of all the
     warrants and the conversion of all the debentures is 2,400,000. The Company
     incurred an interest  charge of $246,875 due to the  beneficial  conversion
     feature of the  debentures.  In addition,  the Company valued the warrants,
     utilizing  the  Black-Scholes  Pricing  Model,  at $740,000  which is being
     accounted for as debt  discount and will be amortized  over the life of the
     debentures.  The amounts ascribed to the beneficial  conversion feature and
     the warrants aggregating $986,875 were credited to paid-in-surplus.


<PAGE>
                                       8


     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.

     Interest  accrued on  debentures  payable,  relating to the period April 1,
     2002 through  June 30, 2002 and due July 1, 2002,  amounting to $72,000 has
     not been paid to date.

6.   Income Taxes
     ------------

     Commencing in August 2000,  pursuant to an understanding  with the IRS, the
     Company  began paying  $30,000 per month until the assessed tax  deficiency
     relating  to the years  1985  through  1989 and  interest  thereon is fully
     satisfied.  However, after a technical review by special tax counsel of the
     tax deficiency  and related  interest,  management of the Company  believes
     that  there  may be a  basis  for its  reduction.  Management  is  actively
     pursuing such a reduction at this time. Pending the ultimate  resolution of
     this  matter  with the IRS,  in  September  2001  the  Company  temporarily
     suspended  making  monthly  payments.  At June 30,  2002,  the  outstanding
     balance of the liability  amounted to $882,393 including related additional
     state and local taxes and interest.

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

     As of March 31, 2002, significant shareholders of the Company, who are also
     Directors  and  Officers,  have agreed to  permanently  forego  $266,250 of
     compensation  earned  by them  during  2001 and  2000.  These  individuals,
     subject to change upon  further  notice,  are  currently  performing  their
     Company functions without compensation.  The amount of the forgone salaries
     through December 31, 2001 has been reflected in the financial statements as
     contributions  to the capital of the Company  during the  six-month  period
     ended June 30, 2002.

     In addition,  at March 31, 2002, the Company's five outside  directors have
     similarly agreed to forego  previously  accrued and unpaid  directors' fees
     earned  through  December 31, 2001 and agreed to forgo future  compensation
     until  further  notice.  The reversal of  previously  accrued fees has been
     reflected in the Company's Statement of Operations for the six-month period
     ended June 30, 2002.


<PAGE>
                                       9


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

     The  Company's  headquarters  were located at Suite 2112 of Two World Trade
     Center in New York City. The  catastrophe of September 11, 2001 involved no
     injury  to any of the  Company's  employees.  However,  with  the  complete
     destruction of the building,  all of the Company's leasehold  improvements,
     furniture and fixtures,  and office and computer  equipment located at this
     site were also destroyed.

     Since the attack,  the Company's  management had been  preoccupied with the
     relocation and reestablishment of its business, assessing and processing of
     insurance  claims with the  assistance of a risk manager with its insurers,
     and seeking  sources of financing.  As of the date hereof,  the Company has
     re-established  all its  operations at its new offices  located at 200 West
     57th Street,  Suite 1103, New York, NY 10019. It has also recreated all its
     critical accounting records lost due to the catastrophe. In April 2002, the
     Company received  insurance  proceeds in amounts that have exceeded the net
     carrying  value of the destroyed  assets and,  accordingly,  has recorded a
     gain  ($152,934  for the  six-month  period  ended June 30, 2002) on assets
     destroyed due to this catastrophe.

     The Company also has  insurance for lost business  income,  extra  expenses
     related to the catastrophe,  and record re-creation. The ultimate insurance
     proceeds expected from the lost business income and extra expense insurance
     policy provisions are indeterminable by the Company at this time,  however,
     the Company has received  $12,416 on claims  submitted with regard to extra
     expenses  and has  recorded  such  amount  as a  reduction  of the  expense
     incurred. The insurance proceeds received in April 2002 ($50,000) and those
     claims  still  outstanding  from the record  re-creation  insurance  policy
     provisions  of the Company  will be  sufficient  to recover  the  Company's
     related costs ($56,000).

     In addition,  the Company has applied for numerous governmental  assistance
     grants related to the  catastrophe.  In April 2002, the Company  received a
     grant in the amount of $116,740.  The grant has various  restrictions  that
     could require its repayment (e.g., the Company  temporarily  suspending its
     business  due  to the  events  of  September  11th  and  not  resuming  its
     operations in one year, or relocating a substantial  portion its operations
     outside of New York City for a period of three  years).  Until such time as
     the grant  restrictions shall no longer apply, the grant will be recorded a
     liability of the Company.  Upon the satisfaction of the  restrictions,  the
     Company will remove the  liability and record grant income on its financial
     statements.

     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.


<PAGE>
                                    10


A.   Results of Operations:
     ----------------------

     Three-Month  Period Ended June 30, 2002 Compared to the Three-Month  Period
     Ended June 30, 2001

     Revenues

     Total  revenues  from  continuing  operations  decreased to $59,063 for the
     three-month  period ended June 30, 2002 from  $300,483 for the  three-month
     period ended June 30, 2001.

     Service fee income  decreased to $58,428 for the  three-month  period ended
     June 30, 2002 from $290,705 for the three-month  period ended June 30, 2001
     as  the  operations  of  our  subsidiary,   CareerEngine,  Inc.  have  been
     significantly reduced since January 2001.

     Income on securities transactions, net decreased to nil for the three-month
     period  ended June 30, 2002 and for the  three-month  period ended June 30,
     2001 due to the  cessation  of cash  management  and  investing  activities
     effective April 1, 2001. This revenue category includes the net profit from
     our cash management and our investing in futures,  puts, calls,  municipals
     and other securities.

     Interest income decreased to $635 for the three-month period ended June 30,
     2002 from $9,778 for the three-month  period ended June 30, 2001 due to the
     reduced amount of funds available for investment.

     Expenses

     Total  expenses from  continuing  operations  decreased to $478,377 for the
     three-month  period ended June 30, 2002 from  $957,377 for the  three-month
     period ended June 30, 2001.

     Compensation  and related costs  decreased to $168,716 for the  three-month
     period ended June 30, 2002 from $455,530 for the  three-month  period ended
     June  30,  2001.  The  decrease  is  due to the  Company's  cost  reduction
     strategy,  consisting  primarily of  significant  staff  reductions,  which
     commenced in December 2000 and the  cessation of two officers'  salaries as
     of December 31, 2001.

     Advertising  expense decreased to nil for the three-month period ended June
     30, 2002 from  $63,370 for the  three-month  period  ended June 30, 2001 as
     CareerEngine,  Inc. continued its cost reduction program, focused primarily
     on compensation and advertising related expenditures.

     General  and   administrative   expenses  decreased  to  $215,083  for  the
     three-month  period ended June 30, 2002 from  $359,035 for the  three-month
     period  ended June 30,  2001 due  primarily  to the  significantly  reduced
     operating costs  associated with our subsidiary,  CareerEngine,  Inc. These
     costs  consisted  principally  of  travel,  telephone  and legal  expenses,
     supplies, and website related expenditures.


<PAGE>
                                       11


     Other Items

     Gain on fixed assets destroyed in catastrophe  increased to $20,887 for the
     three-month  period ended June 30, 2002 from nil for the three-month period
     ended June 30, 2001 due to the  destruction of the World Trade Center where
     the Company was headquartered.

     Operating Loss

     On a pre-tax basis,  we had a loss of $398,427 for the  three-month  period
     ended June 30,  2002 from  continuing  operations  compared  with a loss of
     $656,894 for the  three-month  period  ended June 30, 2001 from  continuing
     operations due to the expenses associated with CareerEngine, Inc.

     Our loss from continuing  operations for the three-month  period ended June
     30, 2002 was $398,427  compared with a loss from  continuing  operations of
     $656,894  for  the  three-month   period  ended  June  30,  2001.  For  the
     three-month  period  ended  June 30,  2002,  loss  per  common  share  from
     continuing  operations,  basic and  diluted,  was $.07 per  share.  For the
     three-month  period  ended  June 30,  2001,  loss  per  common  share  from
     continuing operations, basic and diluted, was $.12 per share.

     Our income from  discontinued  operations for the three-month  period ended
     June 30, 2002 was nil compared with a loss from discontinued  operations of
     nil for the  three-month  period  ended June 30, 2001 due  primarily to the
     transfer of title,  during the three-month  period ended March 31, 2002, to
     the six  theaters  leased to Carmike  Cinemas,  Inc.  by the Company to the
     banks in payment of the related  non-recourse  debt, and the  consequential
     recognition of the related gain, during the three-month  period ended March
     31, 2002, representing the excess of liabilities over the carrying value of
     the theaters. For the three-month period ended June 30, 2002 and the three-
     month period ended June 30, 2001 income per common share from  discontinued
     operations, basic and diluted, was nil per share.

     Our net loss for the  three-month  period  ended June 30, 2002 was $398,427
     compared with a net loss of $656,894 for the three-month  period ended June
     30, 2001.  For the  three-month  period  ended June 30, 2002,  net loss per
     common share,  basic and diluted,  was $.07 per share.  For the three-month
     period ended June 30, 2001,  net loss per common share,  basic and diluted,
     was $.12 per share.


<PAGE>
                                       12


     Six-Month Period Ended June 30, 2002 Compared to the Six-Month Period Ended
     June 30, 2001

     Revenues

     Total  revenues from  continuing  operations  decreased to $134,155 for the
     six-month  period  ended June 30, 2002 from  $1,010,820  for the  six-month
     period ended June 30, 2001.

     Service fee income  decreased  to $133,116 for the  six-month  period ended
     June 30, 2002 from $573,941 for the six-month period ended June 30, 2001 as
     the   operations   of  our   subsidiary,   CareerEngine,   Inc.  have  been
     significantly reduced since January 2001.

     Income on securities  transactions,  net decreased to nil for the six-month
     period  ended June 30, 2002 from  $420,253 for the  six-month  period ended
     June  30,  2001  due to the  cessation  of cash  management  and  investing
     activities  effective April 1, 2001. This revenue category included the net
     profit from our cash management and our investing in futures,  puts, calls,
     municipals and other securities.

     Interest income decreased to $1,039 for the six-month period ended June 30,
     2002 from $16,626 for the  six-month  period ended June 30, 2001 due to the
     reduced amount of funds available for investment.

     Expenses

     Total  expenses from  continuing  operations  decreased to $941,796 for the
     six-month  period  ended June 30, 2002 from  $2,659,520  for the  six-month
     period ended June 30, 2001.

     Compensation  and related  costs  decreased to $356,503  for the  six-month
     period ended June 30, 2002 from  $1,314,245 for the six-month  period ended
     June  30,  2001.  The  decrease  is  due to the  Company's  cost  reduction
     strategy,  consisting  primarily of  significant  staff  reductions,  which
     commenced in December 2000 and the  cessation of two officers'  salaries as
     of December 31, 2001.

     Advertising  expense  decreased to $10,000 for the  six-month  period ended
     June 30, 2002 from $251,249 for the six-month period ended June 30, 2001 as
     CareerEngine,  Inc. continued its cost reduction program, focused primarily
     on compensation and advertising related expenditures.

     General and administrative expenses decreased to $386,558 for the six-month
     period  ended June 30, 2002 from  $863,142 for the  six-month  period ended
     June 30, 2001 due primarily to the  significantly  reduced  operating costs
     associated  with our subsidiary,  CareerEngine,  Inc. These costs consisted
     principally of travel, telephone and legal expenses,  supplies, and website
     related expenditures.


<PAGE>
                                       13


     Other Items

     Gain on fixed assets destroyed in catastrophe increased to $152,934 for the
     six-month  period  ended June 30,  2002 from nil for the  six-month  period
     ended June 30, 2001 due to the  destruction of the World Trade Center where
     the Company was headquartered.

     Reversal of Directors  fees  increased to $55,000 for the six-month  period
     ended June 30, 2002 from nil for the six-month  period ended June 30, 2001.
     This  amount  relates  to the  forgiveness  of fees  earned by the  outside
     Directors and their agreement to forego these fees until further notice.

     Operating Loss

     On a pre-tax  basis,  we had a loss of $599,707  for the  six-month  period
     ended June 30,  2002 from  continuing  operations  compared  with a loss of
     $1,648,700  for the  six-month  period ended June 30, 2001 from  continuing
     operations due to the expenses associated with CareerEngine, Inc.

     Our loss from continuing operations for the six-month period ended June 30,
     2002 was  $604,957  compared  with a loss  from  continuing  operations  of
     $1,658,900 for the six-month  period ended June 30, 2001. For the six-month
     period  ended  June  30,  2002,  loss  per  common  share  from  continuing
     operations, basic and diluted, was $.11 per share. For the six-month period
     ended June 30,  2001,  loss per common  share from  continuing  operations,
     basic and diluted, was $.30 per share.

     Our income from discontinued operations for the six-month period ended June
     30, 2002 was $3,712,884  compared with a loss from discontinued  operations
     of $87,750 for the  six-month  period ended June 30, 2001 due  primarily to
     the transfer of title to the six theaters leased to Carmike  Cinemas,  Inc.
     by the  Company to the banks in payment of the related  non-recourse  debt,
     and the  consequential  recognition  of the related gain  representing  the
     excess of  liabilities  over the carrying  value of the  theaters.  For the
     six-month  period  ended  June 30,  2002,  income  per  common  share  from
     discontinued  operations,  basic and diluted,  was $.67 per share.  For the
     six-month   period  ended  June  30,  2001,  loss  per  common  share  from
     discontinued operations, basic and diluted, was $.02 per share.

     Our net income for the six-month  period ended June 30, 2002 was $3,107,927
     compared with a net loss of $1,746,650 for the six-month  period ended June
     30, 2001.  For the  six-month  period  ended June 30, 2002,  net income per
     common  share,  basic and diluted,  was $.56 per share.  For the  six-month
     period ended June 30, 2001,  net loss per common share,  basic and diluted,
     was $.32 per share.


<PAGE>
                                       14


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

     The Company has incurred  substantial  losses from  continuing  operations,
     sustained  substantial  operating  cash  outflows,  has a  working  capital
     deficit and at June 30, 2002 has a capital deficiency.  Management believes
     that such losses and negative  operating cash flows will continue in fiscal
     year 2002.  The above factors raise  substantial  doubt about the Company's
     ability to continue as a going concern.  The Company's  continued existence
     is  dependent  on its  ability  to obtain  additional  equity  and/or  debt
     financing  to fund its  operations  and  ultimately  to achieve  profitable
     operations. The Company is attempting to raise additional financing and has
     initiated a cost reduction strategy. However, the Company has been notified
     that,  subject to procedural  requirements  of the American Stock Exchange,
     its stock may be  delisted.  There is no  assurance  that the Company  will
     obtain additional financing or achieve profitable  operations or cash flow.
     The  financial  statements do not include any  adjustments  relating to the
     recoverability  or  classification  of recorded asset amounts or the amount
     and  classification  of liabilities  that might be necessary as a result of
     this uncertainty.

     Our cost reduction strategy since December 14, 2000 has primarily consisted
     of an 84% staff  reduction,  and a  reduction  of our  monthly  advertising
     expenditure rate to a level that is approximately  96% less than comparable
     expenditure rate of a year ago.

     Historically,  we have sustained our  operations  primarily from the use of
     our own  financial  resources,  the net  proceeds  generated  from our cash
     management  activities,  and from the proceeds of the private  financing of
     units  completed  in June  and  August  2000.  We are  seeking  sources  of
     financing, most likely from one or more additional public or private equity
     or  debt  offerings.  We  currently  have  no  commitments  for any of such
     additional  funding.  We may not be  able to  raise  needed  cash on  terms
     acceptable to us or at all. Financings may be on terms that are dilutive or
     potentially dilutive to our stockholders.

     We do not have any material commitments for capital expenditures as of June
     30, 2002.

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

     The Company  received a letter dated March 15, 2002 from the Exchange  (the
     "Letter")  indicating  that  the  Company  is not in  compliance  with  the
     Exchange's   continuing  listing  requirements  in  that  the  Company  has
     sustained losses from continuing  operations  and/or net losses in three of
     its four most recent fiscal years and its Stockholders' Equity is less than
     $4,000,000.

     On April 16, 2002 the Company  submitted to the Exchange its detailed  plan
     to regain  compliance.  The Exchange approved the Company's plan on June 7,
     2002. The plan is subject to periodic monitoring by the Exchange.  Assuming
     the Company  reasonably  achieves its  scheduled  financial  milestones  as
     determined by the Exchange,  the Company will have until  December 31, 2002
     to  regain  compliance  with the  continuing  listing  requirements  of the
     Exchange.  If the  Company it does not  reasonably  achieve  its  scheduled
     financial  milestones as determined by the Exchange,  or its  Stockholders'
     Equity  does not equal or exceed  $4,000,000  by  December  31,  2002,  the
     Company will lose its listing on the Exchange.


<PAGE>
                                       15


     The  Company  is  attempting  to  raise  additional   financing  to  regain
     compliance.   Furthermore,   the   Company  is  actively   pursuing   other
     alternatives as well so as maintain its listing on the Exchange.

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

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


<PAGE>
                                       16


                                     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)   Exhibit 99: Certification  of the  Chief  Executive  Officer  and
                           Chief Financial Officer pursuant to 18 U.S.C. Section
                           1350,  as  adopted  pursuant  to  Section  906 of the
                           Sarbanes-Oxley Act of 2002.

               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, 2002.


<PAGE>
                                       17


                                   SIGNATURES

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

                                                CAREERENGINE NETWORK, INC.


                                   /s/ George W. Benoit
                                   ---------------------------------------------
Date: August 14, 2002              George W. Benoit, Chairman of the Board
                                   of Directors, President, and Chief Executive
                                   Officer


                                   /s/ Anthony S. Conigliaro
                                   ---------------------------------------------
Date: August 14, 2002              Anthony S. Conigliaro, Vice President and
                                   Chief Financial Officer