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 March 31, 2000
                                 --------------

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

             For the transition period from __________ to __________

                          Commission file number 1-9224

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

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

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

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

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

                                   Yes [ X ]   No  [  ]

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

                   Class                   Outstanding at April 30, 2000
                   -----                   -----------------------------

        Common stock - par value $.10             5,438,873 shares


<PAGE>

                                     PART I

                              FINANCIAL INFORMATION


Item l.           Financial Statements.

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

                  The results of operations for the three months ended March 31,
                  2000  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
                                           (Unaudited)

                                                                   March 31,       December 31,
                                                                     2000              1999
                                                                 ------------      ------------
<S>                                                              <C>               <C>
ASSETS

Cash and cash equivalents ..................................     $  1,092,172      $  1,006,276
Marketable securities ......................................        3,429,610         4,888,610
Real estate leased, net ....................................       69,983,293        70,336,022
Fixed assets, net ..........................................          563,505           600,541
Deferred financing costs, net ..............................        1,680,054         1,707,279
Deferred rental income .....................................        1,044,638           577,485
Other assets ...............................................          834,855           565,018
                                                                 ------------      ------------

                                                                 $ 78,628,127      $ 79,681,231
                                                                 ============      ============
LIABILITIES

Bonds payable ..............................................     $ 72,750,000      $ 72,750,000
Accrued interest ...........................................          874,811           836,130
Accrued expenses and other liabilities .....................        1,520,228         1,891,201
                                                                 ------------      ------------

      Total liabilities ....................................       75,145,039        75,477,331
                                                                 ------------      ------------

Due to preferred member ....................................        2,250,000         2,250,000
                                                                 ------------      ------------

Commitments

STOCKHOLDERS' EQUITY

Common stock - authorized 10,000,000 shares, par value $.10;
   issued 6,749,600 shares .................................          674,960           674,960
Paid-in surplus ............................................       14,985,814        14,984,510
Deficit ....................................................      (11,383,673)      (10,657,861)
                                                                 ------------      ------------

                                                                    4,277,101         5,001,609
Less treasury stock, at cost -
1,312,327 shares in 2000 and 1,313,927 in 1999..............       (3,044,013)       (3,047,709)
                                                                 ------------      ------------

                                                                    1,233,088         1,953,900
                                                                 ------------      ------------

                                                                 $ 78,628,127      $ 79,681,231
                                                                 ============      ============
</TABLE>
                                        2
<PAGE>
<TABLE>
<CAPTION>
                   CareerEngine Network, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)


                                                        Three Months Ended
                                                   -----------------------------
                                                             March 31,
                                                      2000              1999
                                                   -----------      -----------
<S>                                                <C>              <C>
Revenues
   E-recruiting related services .............     $   178,610
   Rental income from real estate leased .....       2,257,630
   Consulting fees ...........................          11,600      $   108,090
   Income on securities transactions, net ....         674,805          191,841
   Interest income ...........................          42,352          108,631
                                                   -----------      -----------
                                                     3,164,997          408,562
                                                   -----------      -----------

Expenses
   Compensation and related costs ............         763,242          449,632
   Real estate leased expenses, net ..........       1,988,413          321,372
   Advertising ...............................         610,791           26,900
   General and administrative ................         512,343          245,943
                                                   -----------      -----------
                                                     3,874,789        1,043,847

Loss before income taxes .....................        (709,792)        (635,285)
Income tax provision .........................          16,020           12,843
                                                   -----------      -----------

Net loss .....................................     $  (725,812)     $  (648,128)
                                                   ===========      ===========

Net loss per common share - basic and diluted      $      (.13)     $      (.12)
                                                   ===========      ===========


Weighted average number of common shares
outstanding - basic and diluted ..............       5,436,206        5,436,539
                                                   ===========      ===========
</TABLE>
                                      3
<PAGE>
<TABLE>
<CAPTION>
                             CareerEngine Network, Inc. and Subsidiaries
                                Consolidated Statements of Cash Flows
                                             (Unaudited)

                                                                             Three Months Ended
                                                                        ----------------------------
                                                                                  March 31,
                                                                            2000             1999
                                                                        -----------      -----------
<S>                                                                     <C>              <C>
Cash flows from operating activities
   Net loss .......................................................     $  (725,812)     $  (648,128)
   Adjustments to reconcile net loss to net cash (used in)
       provided by operating activities:
        Depreciation and amortization .............................         444,635           48,315
        Unrealized loss from joint ventures and other investments .                          191,635
        Sale of marketable securities, net ........................       1,459,000          374,563
        Issuance of Treasury Stock for services ...................           5,000
        Changes in:
           Deferred rental income .................................        (467,153)
           Other assets ...........................................        (265,709)          (5,226)
           Accrued expenses, other liabilities and accrued interest        (332,292)          60,191
                                                                        -----------      -----------

              Net cash provided by operating activities ...........         117,669           21,350
                                                                        -----------      -----------
Cash flows from investing activities
   Sale of investment securities - net ............................                        8,220,791
   Purchase of land ...............................................                       (3,361,448)
   Construction of improvements ...................................                       (4,924,448)
   Purchase of furniture and equipment ............................         (31,773)         (50,513)
                                                                        -----------      -----------

              Net cash used in investing activities ...............         (31,773)        (115,618)
                                                                        -----------      -----------
Cash flows from financing activities
   Purchase of treasury stock .....................................          --             (23,180)
                                                                        -----------      -----------

              Net cash used in financing activities ...............          --              (23,180)
                                                                        -----------      -----------

Increase (decrease) in cash and cash equivalents ..................          85,896         (117,448)

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

Cash and cash equivalents at end of period ........................     $ 1,092,172      $   923,507
                                                                        ===========      ===========
Supplemental  disclosures of cash flow  information
  Cash paid during the period for:
      Interest (net of amounts capitalized) .......................     $ 1,591,252      $ 1,163,952
      Income taxes ................................................                      $     7,375

</TABLE>
                                       4
<PAGE>
                   Careerengine Network, Inc. and Subsidiaries
              Notes To Condensed Consolidated Financial Statements
                                   (Unaudited)


1.       Significant Accounting Policies
         -------------------------------

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

         Certain amounts have been reclassified in the financial  statements for
         the  three-month  period  ended  March  31,  1999  to  conform  to  the
         presentation of the three-month period ended March 31, 2000.

2.       Income (Loss) Per Share
         -----------------------

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


                                       5
<PAGE>
Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.


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


                  A.       Three Months Ended March 31, 2000 Compared
                           ------------------------------------------
                           with Three Months Ended March 31, 1999
                           --------------------------------------

                           Total revenues  increased to $3,164,997 for the three
                           months  ended  March 31, 2000 from  $408,562  for the
                           three months ended March 31, 1999.

                           E-recruiting  related services  increased to $178,610
                           for the three  months  ended  March 31, 2000 from nil
                           for the three  months  ended  March  31,  1999 as the
                           E-recruiting  operations of the Company's subsidiary,
                           CareerEngine,  Inc.,  commenced in the quarter  ended
                           December 31, 1999.

                           Rental  income from real estate  leased  increased to
                           $2,257,630  for the three months ended March 31, 2000
                           from nil in the three months ended March 31, 1999, as
                           the  construction of the Company's movie theaters was
                           completed  on  November  20,  1999 and  rent  thereon
                           commenced.

                           Financial  consulting fees were $11,600 for the three
                           months ended March 31, 2000  compared to $108,090 for
                           the three months  ended March 31,  1999.  Significant
                           variations  in this category of revenue are likely to
                           occur  due  to  the   transactional   nature  of  the
                           Company's financial consulting business.

                           Investment income increased to $674,805 for the three
                           months ended March 31, 2000  compared to $191,841 for
                           the three  months  ended March 31,  1999  principally
                           from the results of the Company's cash management and
                           investing   activities.   These  activities   include
                           transactions    involving   futures,   puts,   calls,
                           equities, municipal securities, and other securities.

                           Interest  income  decreased  to $42,352 for the three
                           months  ended  March 31, 2000 from  $108,631  for the
                           three  months ended March 31, 1999 due to the reduced
                           amount of funds available for investment.


                                       6
<PAGE>

                           Total expenses  increased to $3,874,789 for the three
                           months ended March 31, 1999 from  $1,043,847  for the
                           three months ended March 31, 1999.

                           Compensation  and related costs increased to $763,242
                           for the  three  months  ended  March  31,  2000  from
                           $449,632  for the three  months ended March 31, 1999.
                           The  increase is due  principally  to the  additional
                           employees hired by  CareerEngine,  Inc. in connection
                           with its internet-based job search services venture.

                           Real  estate  leased   expenses,   net  increased  to
                           $1,988,413  for the three months ended March 31, 2000
                           from  $321,372  for the three  months ended March 31,
                           1999  due   primarily  to  the   completion   of  the
                           construction   of  the   movie   theaters   and   the
                           commencement of rent in late 1999.

                           Advertising  expense  increased  to $610,791  for the
                           three  months  ended March 31, 2000 from  $26,900 for
                           the   three   months   ended   March   31,   1999  as
                           CareerEngine,   Inc.   commenced  its   comprehensive
                           communications program in 1999.

                           General  and  administrative  expenses  increased  to
                           $512,343  for the three  months  ended March 31, 2000
                           from  $245,943  for the three  months ended March 31,
                           1999 due  primarily to the  increased  operations  of
                           CareerEngine, Inc.

                           On a  pre-tax  basis,  the  Company  had  a  loss  of
                           $709,792  for the three  months  ended March 31, 2000
                           compared with a loss of $635,285 for the three months
                           ended March 31, 1999  primarily  due to the  start-up
                           expenses  associated with  CareerEngine,  Inc. In the
                           three months ended March 31, 2000,  the Company had a
                           tax  expense of $16,020  compared to a tax expense of
                           $12,843 for the three  months  ended March 31,  1999.
                           For Federal  income tax purposes,  as of December 31,
                           1999,    the   Company   had   net   operating   loss
                           carryforwards of approximately  $17,311,000 available
                           to reduce future taxable income.  These carryforwards
                           expire in the years 2005 through 2019.

                           The  Company's  net loss for the three  months  ended
                           March 31, 2000 was $725,812  compared with a net loss
                           of  $648,128  for the three  months  ended  March 31,
                           1999. For the three months ended March 31, 2000, loss
                           per share (basic and diluted) is $.13 per share.  For
                           the three months  ended March 31, 1999,  net loss per
                           share (basic and diluted) was $.12 per share.



                                       7
<PAGE>
                  B.       Liquidity and Capital Resources
                           -------------------------------

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

                           The   Company   invests   excess   funds  in  liquid,
                           short-term financial instruments in order to maximize
                           its current  cash return with minimum  interest  rate
                           risk, while preserving the ability to move quickly in
                           funding  attractive  merchant banking ventures.  Such
                           investments  include U.S.  Government  and  municipal
                           obligations,   futures  contracts  and  money  market
                           funds.

                           In 1997, the Company issued $72,750,000 of adjustable
                           rate  tender  securities  due  November  1, 2015 (the
                           "Bonds"). The Bonds were issued to finance 97% of the
                           cost of the  Company's  real estate  program.  The 3%
                           balance,   $2,272,500,  was  provided  as  a  capital
                           contribution by the Preferred Member ($2,250,000) and
                           the Common Members  ($22,500) of the Company's lessor
                           subsidiary,  Movieplex Realty Leasing, L.L.C. A third
                           party owns 100% of the Preferred  Membership  and two
                           subsidiaries  of the  Company  own 100% of the Common
                           Membership of the Lessor.

                           The  monthly  rent  received  by the  Company,  which
                           commenced  November 20, 1999, is always sufficient to
                           pay the  interest  and  amortization  related  to the
                           Bonds, as well as the preferred return on the capital
                           contributed  by  the  Preferred   Member  and  Common
                           Members  throughout  the term of the related  16-year
                           lease.  In addition,  rent will cover all other costs
                           of owning and  operating  the real estate  other than
                           Federal,  state or local  income  taxes  due on a net
                           income basis.

                           While the Company  believes that currently  available
                           funds will  provide it with  sufficient  resources to
                           meet all present and  reasonably  foreseeable  future
                           operational and capital needs, the Company is seeking
                           external  financing  in order  to fund the  projected
                           expanded  operations  of  its  e-recruiting  Internet
                           focused  venture.  The  Company  does  not  have  any
                           material  commitments for capital  expenditures as of
                           March 31, 2000.



                                       8
<PAGE>
                                     PART II

                                OTHER INFORMATION



Item 5.  Other Information.

                  Certain statements under the caption "Management's  Discussion
                  and Analysis of Financial Condition and Results of Operations"
                  and elsewhere in this Form 10-QSB constitute  "forward looking
                  statements"  within  the  meaning  of the  Private  Securities
                  Litigation Reform Act of 1995. Such forward looking statements
                  are based on current expectations and information available to
                  management  at  this  time.  They  may  involve  known  risks,
                  uncertainties,  and other  factors  which may cause the actual
                  results,  performance  or  achievements  of the  Company to be
                  materially  different from any future results,  performance or
                  achievements  expressed  or  implied by such  forward  looking
                  statements. Factors which could cause actual results to differ
                  from the forward looking statements include, among others, the
                  following:   general   economic   and   business   conditions;
                  competition;  the success of operating initiatives relating to
                  the Company's  technology related subsidiary and the Company's
                  financial  consulting  services;   development  and  operating
                  costs;  fluctuations  in  interest  rates;  the  existence  or
                  absence of adverse publicity;  changes in business strategy or
                  development plans; quality of management;  availability, terms
                  and deployment of capital;  business abilities and judgment of
                  personnel;  availability  of  qualified  personnel;  labor and
                  employee  benefit  costs;  and  changes  in or the  failure to
                  comply with government regulations.

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

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

                           Exhibit 27 -- Financial Data Schedule - see below

                  (b)      Reports on Form 8-K:

                           The  Company  did not  file any  reports  on Form 8-K
                           during the three months ended March 31, 2000.




                                       9
<PAGE>




                                   SIGNATURES

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

                                  CAREERENGINE NETWORK, INC.



                                  /s/ George W. Benoit
                                  --------------------
Date: May 15, 2000                George W. Benoit, Chairman of the Board
                                  of Directors, President, and Chief Executive
                                  Officer




                                  /s/ Anthony S. Conigliaro
                                  -------------------------
Date: May 15, 2000                Anthony S. Conigliaro, Vice President and
                                  Chief Financial Officer



                                       10