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, 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 October 31, 2002
             -----                            -------------------------------

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



                                       2
<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  Annual Report
          on 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  nine-months  ended
          September 30, 2002 are not necessarily indicative of the results to be
          expected for the entire fiscal year.



                                       1
<PAGE>


<TABLE>
<CAPTION>

                         CareerEngine Network, Inc. and Subsidiaries
                                 Consolidated Balance Sheets


                                                                          September 30,
                                                                               2002           December 31,
                                                                           (Unaudited)           2001
                                                                          ------------       ------------
<S>                                                                       <C>                <C>
ASSETS

Current:
   Cash and cash equivalents                                              $    359,217       $    200,782
   Accounts receivable, net                                                     30,507             71,342
   Insurance claims receivable                                                  54,389            346,231
   Other                                                                        14,500             26,404
                                                                          ------------       ------------
      Total current assets                                                     458,613            644,759
Fixed assets, net                                                               44,335            203,192
Deferred financing costs, net                                                  331,337            364,297
Other                                                                                              37,411
                                                                          ------------       ------------

      Total assets                                                        $    834,285       $  1,249,659
                                                                          ============       ============

LIABILITIES

Current:
   Accounts payable and accrued expenses                                  $    413,788       $    897,257
   Interest payable                                                            144,000             72,000
   Tax assessment payable                                                      897,792            852,543
   Excess of liabilities over assets of discontinued operations                                 3,512,884
                                                                          ------------       ------------
      Total current liabilities                                              1,455,580          5,334,684
Debentures payable, net of unamortized discount
   of $669,422 in 2002 and $691,748 in 2001                                  1,730,578          1,708,252
Deferred grant revenue                                                         291,827
                                                                          ------------       ------------
      Total liabilities                                                      3,477,985          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                                                        (16,744,251)       (19,596,078)
                                                                          ------------       ------------
                                                                               229,400         (2,920,177)
Less treasury stock, at cost -
   1,238,656 shares                                                         (2,873,100)        (2,873,100)
                                                                          ------------       ------------
        Total deficit                                                       (2,643,700)        (5,793,277)
                                                                          ------------       ------------

           Total liabilities and deficit                                  $    834,285       $  1,249,659
                                                                          ============       ============
</TABLE>


  See Notes to Consolidated Financial Statements


                                        2
<PAGE>

<TABLE>
<CAPTION>

                                   CareerEngine Network, Inc. and Subsidiaries
                                      Consolidated Statements of Operations


                                                                   Three Months Ended                 Nine Months Ended
                                                                      September 30,                      September 30,
                                                              -----------------------------       -----------------------------
                                                                 2002               2001             2002             2001
                                                              (Unaudited)       (Unaudited)       (Unaudited)      (Unaudited)
                                                              -----------       -----------       -----------      -----------
<S>                                                           <C>               <C>               <C>               <C>
Revenues:
   Service fee income                                         $    58,702       $   138,923       $   191,818       $   712,864
   Income on securities transactions                                                                                    420,253
   Interest income                                                    647             4,704             1,686            21,330
                                                              -----------       -----------       -----------       -----------
                                                                   59,349           143,627           193,504         1,154,447
                                                              -----------       -----------       -----------       -----------

Expenses:
   Compensation and related costs                                 134,256           373,626           490,759         1,687,871
   Advertising                                                                        4,649            10,000           255,898
   General and administrative                                      86,352           263,064           472,910         1,126,206
   Interest                                                        94,841            79,192           283,576           310,076
                                                              -----------       -----------       -----------       -----------
                                                                  315,449           720,531         1,257,245         3,380,051
                                                              -----------       -----------       -----------       -----------

Loss from continuing operations before items shown below         (256,100)         (576,904)       (1,063,741)       (2,225,604)
   Gain on fixed assets destroyed in catastrophe                                                      152,934
   Reversal of Director fees accrual                                                                   55,000
                                                              -----------       -----------       -----------       -----------

Loss from continuing operations before income taxes              (256,100)         (576,904)         (855,807)       (2,225,604)
Income tax provision                                                                                    5,250            10,200
                                                              -----------       -----------       -----------       -----------

Loss from continuing operations                                  (256,100)         (576,904)         (861,057)       (2,235,804)
                                                              -----------       -----------       -----------       -----------
Discontinued operations:
   Income (loss) from discontinued operations                                                       3,712,884           (87,750)

Net income (loss)                                             $  (256,100)      $  (576,904)      $ 2,851,827       $(2,323,554)
                                                              ===========       ===========       ===========       ===========

Per common share - basic and diluted:
   Loss from continuing operations                            $      (.05)      $      (.10)      $      (.15)      $      (.40)
   Income (loss) from discontinued operations                          --                --               .66              (.02)
                                                              -----------       -----------       -----------       -----------

Net income (loss) per common share                            $      (.05)      $      (.10)      $       .51       $      (.42)
                                                              ===========       ===========       ===========       ===========


Weighted average number of common
   shares outstanding - basic and diluted                       5,590,944         5,504,944         5,584,278         5,504,944

</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>

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



                                                                                    Nine Months Ended
                                                                             -------------------------------
                                                                                      September 30,
                                                                             -------------------------------
                                                                                  2002            2001
                                                                              (Unaudited)      (Unaudited)
<S>                                                                          <C>               <C>
Cash flows from operating activities:
   Loss from continuing operations                                           $  (861,057)      $(2,235,804)
   Adjustments to reconcile loss from continuing operations to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                                            191,818           307,027
        Issuance of common stock for services                                     31,500
        Amortization of debt discount                                             22,326            22,326
        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                              485,610            99,213
           Other assets                                                           49,315           (88,595)
           Accrued expenses and other liabilities                                (44,970)          (67,321)
           Deferred grant revenue                                                291,827
                                                                             -----------       -----------
Cash (used in) continuing operations                                             (41,565)         (878,972)
Cash provided by discontinued operations                                         200,000
                                                                             -----------       -----------

              Net cash  provided by (used in) operating activities               158,435          (878,972)
                                                                             -----------       -----------
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                                 158,435          (652,582)
Cash and cash equivalents at beginning of period                                 200,782         1,126,358
                                                                             -----------       -----------

Cash and cash equivalents at end of period                                   $   359,217       $   473,776
                                                                             ===========       ===========


Supplemental disclosures of cash flow information related to
   continuing operations:
      Cash paid during the period for:
        Interest                                                             $    72,000       $   288,000
        Income taxes                                                         $     5,250       $   216,843
</TABLE>

                                       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 nine-month period ended September 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 ($65,000).

     In addition,  the Company has applied for  governmental  assistance  grants
     related  to the  catastrophe.  In April and  September  2002,  the  Company
     received grants aggregating $291,827.  The grants have various restrictions
     that  could  require  their  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 grants 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.


                                       5
<PAGE>


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  September  30,  2002  and  the  results  of its
     operations and its cash flows for the  three-month  and nine-month  periods
     ended September 30, 2002 and 2001. The financial statements as of September
     30,  2002 and for the  three  months  and nine  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  September  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
     implemented  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 nine-moth  periods ended September
     30, 2001 of approximately  $420,000. Such amounts are included in income on
     securities  transactions in the accompanying  statements of operations.  At
     September  30, 2002 and for the  three-month  and  nine-month  periods then
     ended, no derivative financial instruments were held by the Company.

                                       6
<PAGE>


     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.

                                       7
<PAGE>


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


<TABLE>
<CAPTION>

                                         Three Months                         Nine Months
                                 ------------------------------      ------------------------------
                                            Ended                               Ended
                                         September 30,                       September 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                                                    294,755
                                 -----------        -----------      -----------       -----------
      interest transfer fee                           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 $140,000 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.

                                       8
<PAGE>


     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 periods April 1,
     2002  through  June 30,  2002 (due July 1,  2002) and July 1, 2002  through
     September 30, 2002 (due October 1, 2002), aggregating $144,000 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 September 30, 2002, the outstanding
     balance of the liability  amounted to $897,792 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  nine-month  period
     ended September 30, 2002.


                                       9
<PAGE>


     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  nine-month
     period ended September 30, 2002.

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

     General
     -------

     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  nine-month  period ended  September  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 ($65,000).

     In addition,  the Company has applied for numerous governmental  assistance
     grants related to the catastrophe. In April and September 2002, the Company
     received grants aggregating $291,827.  The grants have 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 grants 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.

                                       10
<PAGE>

     Critical Accounting Policies
     ----------------------------

     The  Company's  condensed   consolidated  financial  statements  have  been
     prepared in accordance with the accounting principles generally accepted in
     the  United  States  of  America.   Certain  accounting   policies  have  a
     significant  impact on amounts  reported  in the  financial  statements.  A
     summary of those significant  accounting policies can be found in Note B to
     the Company's financial  statements included in the Company's Annual Report
     on Form 10-KSB for the year ended  December 31,  2001.  The Company has not
     adopted any  significant  new  accounting  policies  during the nine months
     ended September 30, 2002.

     A  significant  judgment  made  by  management  in the  preparation  of the
     Company's  financial  statements is the  determination of the allowance for
     doubtful accounts.  This determination is made periodically in the ordinary
     course of accounting.

     Forward Looking Statements
     --------------------------

     Certain  statements  in this  Quarterly  Report on Form  10-QSB  constitute
     "forward-looking  statements" relating to 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.

                                       11
<PAGE>


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

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

     Revenues

     Total  revenues  from  continuing  operations  decreased to $59,349 for the
     three-month   period  ended  September  30,  2002  from  $143,627  for  the
     three-month period ended September 30, 2001.

     Service fee income  decreased to $58,702 for the  three-month  period ended
     September 30, 2002 from $138,923 for the three-month period ended September
     30, 2001 as the operations of our subsidiary,  CareerEngine, Inc. have been
     significantly reduced since January 2001.

     Interest  income  decreased  to  $647  for  the  three-month  period  ended
     September 30, 2002 from $4,704 for the  three-month  period ended September
     30, 2001 due to the reduced  amount of funds  available for  investment and
     lower interest rates.

     Expenses

     Total  expenses from  continuing  operations  decreased to $315,449 for the
     three-month   period  ended  September  30,  2002  from  $720,531  for  the
     three-month period ended September 30, 2001.

     Compensation  and related costs  decreased to $134,256 for the  three-month
     period ended  September 30, 2002 from $373,626 for the  three-month  period
     ended  September  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
     September 30, 2002 from $4,649 for the  three-month  period ended September
     30,  2001 as  CareerEngine,  Inc.  continued  its cost  reduction  program,
     focused primarily on compensation and advertising related expenditures.

     General  and   administrative   expenses   decreased  to  $86,352  for  the
     three-month   period  ended  September  30,  2002  from  $263,064  for  the
     three-month   period  ended   September  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.

                                       12
<PAGE>


     Operating Loss

     On a pre-tax basis,  we had a loss of $256,100 for the  three-month  period
     ended September 30, 2002 from continuing operations compared with a loss of
     $576,904  for  the  three-month   period  ended  September  30,  2001  from
     continuing  operations due to the expenses  associated  with  CareerEngine,
     Inc.

     Our loss from continuing operations and net loss for the three-month period
     ended September 30, 2002 was $256,100  compared with a loss from continuing
     operations  and net  loss of  $576,904  for the  three-month  period  ended
     September 30, 2001. For the  three-month  period ended  September 30, 2002,
     loss per common share from  continuing  operations  and net loss per common
     share,  basic and diluted,  was $.05 per share. For the three-month  period
     ended September 30, 2001, loss per common share from continuing  operations
     and net loss per common share, basic and diluted, was $.10 per share.


                                       13
<PAGE>



     Nine-Month  Period  Ended  September  30, 2002  Compared to the  Nine-Month
     Period Ended September 30, 2001

     Revenues

     Total  revenues from  continuing  operations  decreased to $193,504 for the
     nine-month  period  ended  September  30,  2002  from  $1,154,447  for  the
     nine-month period ended September 30, 2001.

     Service fee income  decreased to $191,818 for the  nine-month  period ended
     September 30, 2002 from $712,864 for the nine-month  period ended September
     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 nine-month
     period ended  September  30, 2002 from $420,253 for the  nine-month  period
     ended  September  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  $1,686  for the  nine-month  period  ended
     September 30, 2002 from $21,330 for the nine-month  period ended  September
     30, 2001 due to the reduced  amount of funds  available for  investment and
     lower interest rates.

     Expenses

     Total expenses from continuing  operations  decreased to $1,257,245 for the
     nine-month  period  ended  September  30,  2002  from  $3,380,051  for  the
     nine-month period ended September 30, 2001.

     Compensation  and related  costs  decreased to $490,759 for the  nine-month
     period ended September 30, 2002 from  $1,687,871 for the nine-month  period
     ended  September  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 nine-month  period ended
     September 30, 2002 from $255,898 for the nine-month  period ended September
     30, 2001 as CareerEngine,  Inc. continued its cost reduction program, which
     focused primarily on compensation and advertising related expenditures.

     General  and   administrative   expenses  decreased  to  $472,910  for  the
     nine-month  period  ended  September  30,  2002  from  $1,126,206  for  the
     nine-month   period  ended   September   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.

                                       14
<PAGE>


     Other Items

     Gain on fixed assets destroyed in catastrophe increased to $152,934 for the
     nine-month  period  ended  September  30, 2002 from nil for the  nine-month
     period ended  September 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 nine-month  period
     ended September 30, 2002 from nil for the nine-month period ended September
     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 $855,807 for the  nine-month  period
     ended September 30, 2002 from continuing operations compared with a loss of
     $2,225,604  for  the  nine-month  period  ended  September  30,  2001  from
     continuing  operations due to the expenses  associated  with  CareerEngine,
     Inc.

     Our  loss  from  continuing  operations  for the  nine-month  period  ended
     September  30,  2002 was  $861,057  compared  with a loss  from  continuing
     operations  of $2,235,804  for the  nine-month  period ended  September 30,
     2001. For the nine-month  period ended  September 30, 2002, loss per common
     share from continuing  operations,  basic and diluted,  was $.15 per share.
     For the nine-month  period ended  September 30, 2001, loss per common share
     from continuing operations, basic and diluted, was $.40 per share.

     Our income from  discontinued  operations for the  nine-month  period ended
     September 30, 2002 was  $3,712,884  compared with a loss from  discontinued
     operations of $87,750 for the  nine-month  period ended  September 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 nine-month  period ended September 30, 2002,  income per
     common share from discontinued operations,  basic and diluted, was $.66 per
     share. For the nine-month  period ended September 30, 2001, loss per common
     share from discontinued operations, basic and diluted, was $.02 per share.

     Our net income for the  nine-month  period  ended  September  30,  2002 was
     $2,851,827 compared with a net loss of $2,323,554 for the nine-month period
     ended  September 30, 2001.  For the nine-month  period ended  September 30,
     2002, net income per common share,  basic and diluted,  was $.51 per share.
     For the  nine-month  period ended  September 30, 2001,  net loss per common
     share, basic and diluted, was $.42 per share.

                                       15
<PAGE>



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

     The Company has incurred  substantial  losses from  continuing  operations,
     sustained  substantial  operating  cash  outflows,  has a  working  capital
     deficit  and at  September  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 the effective elimination of our advertising
     expenditure.

     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
     September 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  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.

                                       16
<PAGE>


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

D.   Inflation

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


Item 3. Controls and Procedures

     The Chief Executive Officer and Chief Financial Officer of the Company have
     conducted an evaluation  of the  effectiveness  of disclosure  controls and
     procedures pursuant to Exchange Act Rule 13a-14.  Based on that evaluation,
     they have concluded that the Company's  disclosure  controls and procedures
     are  effective  in ensuring  that all material  information  required to be
     filed in this  Quarterly  Report on Form 10-QSB has been made known to them
     in a timely  fashion.  There have been no  significant  changes in internal
     controls,  or in other  factors that could  significantly  affect  internal
     controls, subsequent to the date they completed their evaluation.



                                       17
<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1. Legal Proceedings.

     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 $140,000 and, accordingly,  this liability has been reflected
     in  accounts  payable  and  accrued  expenses  in the  Company's  financial
     statements.


Item 5. Other Information.

     None.

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

     (a)  Exhibit 99.1: Certification of the Chief Executive Officer pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002.

     (b)  Exhibit 99.2: Certification of the Chief Financial Officer 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 nine
          months ended September 30, 2002.


                                       18
<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, 2002           George W. Benoit, Chairman of the Board
                                  of Directors, President, and Chief Executive
                                  Officer




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


                                       19
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the Quarterly  Report of  CareerEngine  Network,  Inc. (the
"Registrant")  on Form 10-QSB for the quarterly period ending September 30, 2002
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"), I, George W. Benoit,  Chairman of the Board of Directors,  President,
and Chief Executive Officer of the Registrant,  certify, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, that:

1.   I have reviewed the Report of the Registrant;

2.   To the best of my  knowledge,  the  Report  does  not  contain  any  untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements were made, not misleading with respect to the periods covered by
     the Report;

3.   To the best of my knowledge, the financial statements,  and other financial
     information included in the Report, fairly present in all material respects
     the  financial  condition,  results  of  operations  and cash  flows of the
     Registrant as of, and for, the periods presented in the Report;

4.   The  Registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-14(c) and  15d-14(c))  for the Registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities, particularly during the periods in which the Report is being
          prepared;

     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          the Report (the "Evaluation Date"); and

     c)   presented in the Report are our conclusions about the effectiveness of
          the disclosure  controls and procedures  based on our evaluation as of
          the Evaluation Date;

5.   The Registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the Audit
     Committee of Registrant's Board of Directors:

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

                                       20
<PAGE>

6.   The  Registrant's  other  certifying  officer and I have  indicated  in the
     Report whether or not there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.



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


                                       21
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the Quarterly  Report of  CareerEngine  Network,  Inc. (the
"Registrant")  on Form 10-QSB for the quarterly period ending September 30, 2002
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"), I, Anthony S. Conigliaro,  Vice President and Chief Financial Officer
of the Registrant, certify, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, that:

1.   I have reviewed the Report of the Registrant;

2.   To the best of my  knowledge,  the  Report  does  not  contain  any  untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements were made, not misleading with respect to the periods covered by
     the Report;

3.   To the best of my knowledge, the financial statements,  and other financial
     information included in the Report, fairly present in all material respects
     the  financial  condition,  results  of  operations  and cash  flows of the
     Registrant as of, and for, the periods presented in the Report;

4.   The  Registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-14(c) and  15d-14(c))  for the Registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities, particularly during the periods in which the Report is being
          prepared;

     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          the Report (the "Evaluation Date"); and

     c)   presented in the Report are our conclusions about the effectiveness of
          the disclosure  controls and procedures  based on our evaluation as of
          the Evaluation Date;

5.   The Registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the Audit
     Committee of Registrant's Board of Directors:

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

                                       22
<PAGE>

6.   The  Registrant's  other  certifying  officer and I have  indicated  in the
     Report whether or not there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.


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


                                       23