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, 2001
                                         ------------------


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

          For  the transition period from __________ to __________

                          Commission file number 1-9224

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

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

                575 Madison Avenue, Suite 502, New York, NY 10022
                -------------------------------------------------
                    (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, 2001
                    -----                   -------------------------------
         Common stock - par value $.10             5,530,944 shares
         -----------------------------             ----------------


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION


      Item l.     Financial Statements.
                  The following consolidated financial statements of
                  CareerEngine Network, Inc. and subsidiaries (collectively
                  referred to as the "Company," unless the context requires
                  otherwise) are prepared in accordance with the rules and
                  regulations of the Securities and Exchange Commission for Form
                  10-QSB and reflect all adjustments (consisting of normal
                  recurring accruals) and disclosures which, in the opinion of
                  management, are necessary for a fair statement of results for
                  the interim periods presented. It is suggested that these
                  financial statements be read in conjunction with the financial
                  statements and notes thereto included in the Company's Form
                  10-KSB for the year ended December 31, 2000, which was filed
                  with the Securities and Exchange Commission.

                  The results of operations for the three months ended September
                  30, 2001 are not necessarily indicative of the results to be
                  expected for the entire fiscal year.

                                       1
<PAGE>


                   CareerEngine Network, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    September 30,       December 31,
                                                                        2001               2000
ASSETS

Current:
<S>                                                                  <C>                <C>
Cash and cash equivalents                                            $    473,776       $  1,126,358
Marketable securities                                                                      1,084,182
Accounts receivable, net                                                   74,996            174,209
Insurance proceeds receivable                                             356,531
Other                                                                      69,426            191,514
                                                                     ------------       ------------
                                                                          974,729          2,576,263

Fixed assets, net                                                         265,273            898,790
Deferred financing costs, net                                             375,284            405,325
Other                                                                      34,758             50,465
                                                                     ------------       ------------

                                                                     $  1,650,044       $  3,930,843
                                                                     ============       ============

LIABILITIES

Current:
   Accounts payable and accrued expenses                             $    865,361       $    753,240
   Interest payable                                                        72,000             72,000
   Tax assessment payable                                                 876,513          1,055,955
   Excess of liabilities over assets of discontinued operations         3,512,884          3,512,884
                                                                     ------------       ------------
                                                                        5,326,758          5,394,079

Debentures payable, net of unamortized discount
   of $699,190 in 2001 and $721,516 in 2000                             1,700,810          1,678,484
                                                                     ------------       ------------


                                                                        7,027,568          7,072,563
                                                                     ------------       ------------

Commitments and contingencies

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock - authorized 1,000,000 shares, par value $0.10;
   none issued
Common stock - authorized 20,000,000 shares, par value $0.10;
   6,749,600 shares issued                                                674,960            674,960
Paid-in surplus                                                        15,968,561         16,022,187
Deficit                                                               (19,134,025)       (16,810,471)
                                                                     ------------       ------------
                                                                       (2,490,504)          (113,324)
Less treasury stock, at cost -
   1,244,656 shares in 2001 and 1,305,594 in 2000                      (2,887,020)        (3,028,396)
                                                                     ------------       ------------

                                                                       (5,377,524)        (3,141,720)
                                                                     ------------       ------------

                                                                      $  1,650,044       $  3,930,843
                                                                      ============       ============

</TABLE>
                                       2
<PAGE>


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

<TABLE>
<CAPTION>
                                                                 Three Months Ended                  Nine Months Ended
                                                                    September 30,                       September 30,
                                                                    -------------                       -------------
                                                               2001              2000              2001                2000
                                                               ----              ----              ----                ----

Revenues:
<S>                                                       <C>                <C>                <C>                <C>
   E-recruiting related services                          $   138,923        $   415,160        $   712,864        $   929,718
   Income on securities transactions                                             570,157            420,253          1,266,294
   Interest income                                              4,704             37,357             21,330             98,412
   Other income                                                                                                          2,024
                                                          -----------        -----------        -----------        -----------

                                                              143,627          1,022,674          1,154,447          2,296,448
                                                          -----------        -----------        -----------        -----------

Expenses:
   Compensation and related costs                             373,626            972,136          1,687,871          2,482,190
   Advertising                                                  4,649            330,920            255,898          1,357,774
   General and administrative                                 263,064            546,254          1,126,206          1,662,604
   Interest expense                                            79,192             20,000            310,076            286,875
                                                          -----------        -----------        -----------        -----------

                                                              720,531          1,869,310          3,380,051          5,789,443
                                                          -----------        -----------        -----------        -----------

Loss from continuing operations
   before income taxes                                       (576,904)          (846,636)        (2,225,604)        (3,492,995)
Income tax provision                                                                                 10,200             15,340
                                                          -----------        -----------        -----------        -----------

Loss from continuing operations                              (576,904)          (846,636)        (2,235,804)        (3,508,335)

Discontinued operations:
   Income (loss) from operations of discontinued
      real estate and consulting activities                                     (295,191)           (87,750)            74,349
   Write-off of unamortized financing costs                                     (804,667)                             (804,667)
                                                          -----------        -----------        -----------        -----------

Loss from discontinued continued operations                                   (1,099,858)           (87,750)          (730,318)
                                                          -----------        -----------        -----------        -----------

Net loss                                                  $  (576,904)       $(1,946,494)       $(2,323,554)       $(4,238,653)
                                                          ===========        ===========        ===========        ===========

Per common share - basic and diluted:
   Loss from continuing operations                        $      (.10)       $      (.16)       $      (.40)       $      (.65)
   Loss from discontinued operations                               --               (.20)              (.02)              (.13)
                                                          -----------        -----------        -----------        -----------

Net loss per common share                                 $      (.10)       $      (.36)       $      (.42)       $      (.78)
                                                          ===========        ===========        ===========        ===========


Weighted average number of common
   shares outstanding - basic and diluted                   5,504,944          5,442,183          5,504,944          5,440,090
                                                          ===========        ===========        ===========        ===========

</TABLE>
                                       3
<PAGE>


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


<TABLE>
<CAPTION>
                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                                        -------------
                                                                                   2001               2000
                                                                                   ----               ----
Cash flows from operating activities:
<S>                                                                            <C>                <C>
   Loss from continuing operations                                             $(2,235,804)       $(3,508,335)
   Adjustments to reconcile loss from continuing operations to net cash
      (used in) provided by operating activities:
        Depreciation and amortization                                              307,027            232,144
        Issuance of treasury stock for services                                                        18,483
        Interest on beneficial conversion feature of debentures payable                               246,875
        Sale of marketable securities, net                                       1,084,182          2,355,457
        Changes in:
           Deferred financing costs, net
           Accounts receivable                                                      99,213
           Other assets                                                            (88,595)          (688,397)
           Accrued expenses, other liabilities and accrued interest                (44,995)          (250,496)
                                                                               -----------        -----------
Cash provided by (used in) continuing operations                                  (878,922)        (1,594,269)
Cash (used in) discontinued operations                                                               (584,393)
                                                                               -----------        -----------

              Net cash (used in) operating activities                             (878,972)        (2,178,662)
                                                                               -----------        -----------

Cash flows from investing activities:
   Proceeds from surrender of life insurance policies                              226,390
   Purchase of furniture and equipment                                                               (273,900)
                                                                               -----------        -----------
Cash provided by (used in) continuing operations                                   226,390           (273,900)
Cash provided by discontinued operations
                                                                               -----------        -----------

              Net cash provided by (used in) investing activities                  226,390           (273,900)
                                                                               -----------        -----------

Cash flows from financing activities:
   Proceeds from issuance of debentures                                                             1,756,028
   Additional paid in capital from sale of debentures                                                 643,972
                                                                               -----------        -----------
Cash provided by continuing operations                                                              2,400,000
Cash provided by discontinued operations
                                                                               -----------        -----------

              Net cash provided by financing activities                                             2,400,000
                                                                               -----------        -----------

Increase (decrease) in cash and cash equivalents                                  (652,582)            52,562
Cash and cash equivalents at beginning of period                                 1,126,358          1,006,276
                                                                               -----------        -----------

Cash and cash equivalents at end of period                                     $   473,776        $   953,714
                                                                               ===========        ===========


Supplemental disclosures of cash flow information related to
   continuing operations:
      Cash paid during the period for:
        Interest                                                               $   288,000        $    45,336
        Income taxes                                                           $   216,843        $    30,684
        Issuance of warrants in connection with debentures payable             $        --        $   222,282

</TABLE>
                                       4
<PAGE>



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


1.        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               242,758
                                                              -------
                                                            $ 356,531
                                                            =========

          Management has determined, based on the advice of its risk manager,
          that it is probable that the insurance proceeds it expects to receive
          will be in an amount that will at least equal the net carrying value
          of the destroyed assets and, accordingly, has recorded an insurance
          claim receivable equal to such amount. Upon the ultimate determination
          of the insurance proceeds that the Company will receive, the Company
          will record a gain, if any, 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
          insurance proceeds expected from the lost business income and extra
          expense insurance policy provisions are indeterminable by the Company
          at this time. The insurance proceeds expected from the record
          re-creation insurance policy provision are estimated to be sufficient
          to cover the Company's related costs.

          Since the attack, the Company's management has been preoccupied with
          (i) the relocation and reestablishment of its business, (ii) the
          recreating of its accounting records for the period January 1, 2001
          through September 11, 2001, and (iii) the assessing and processing of
          insurance claims, with the assistance of a risk manager, with its
          insurers.

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, 2000, which was filed with the
          Securities and Exchange Commission.

          In the opinion of management, the unaudited financial statements
          include all adjustments necessary for a fair presentation of the
          Company's financial position as of September 30, 2001 and the results
          of its operations and its cash flows for the three and nine month
          periods ended September 30, 2001 and 2000. The financial statements as
          of September 30, 2001 and for the three and nine month periods then
          ended are not necessarily indicative of the results that may be
          expected for the year ending December 31, 2001.

                                       5
<PAGE>


          Certain amounts have been reclassified in the financial statements for
          the three and nine month periods ended September 30, 2000 to conform
          to the presentation of the three and nine month periods ended
          September 30, 2001. In addition, the financial statements for the
          three and six month periods ended September 30, 2000 have been
          restated to reflect the Company's discontinued operations.

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

          E-recruiting related fees related to the CareerEngine Network Division
          are earned on the placement of banner advertisements, job placement
          advertisements and sponsorship advertisements on the Company's web
          site. Such fees are recognized over the period during which the
          advertisements are exhibited. Revenues derived from co-branding
          arrangements with content providers are of a similar nature and are
          recognized over the period during which the advertisements are
          exhibited.

          E-recruiting related revenue related to the CareerEngine Solutions
          Division, whose activities commenced in approximately March 2000,
          consists primarily of non-refundable up-front website construction
          fees as well as monthly fees to host and maintain these sites. The
          up-front fees are recognized ratably over the construction period. The
          monthly hosting and maintenance fees are recognized ratably over the
          period of the underlying contract.

          Start-up Activities
          -------------------

          Costs of activities to start-up the e-recruiting business are expensed
          as incurred.

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

          As part of its investment strategies to profit from anticipated market
          movements, the Company maintains trading positions in a variety of
          derivative financial instruments consisting principally of futures
          contracts in treasuries, stocks and municipal securities. All
          positions are reported at fair value, and changes in fair value are
          reflected in operations as they occur. The Company realized net gains
          from derivatives sold in the nine-month period ended September 30,
          2001 and 2000 of approximately $420,000 and $1,266,000, respectively.
          Such amounts are included in income on securities transactions in the
          accompanying statements of operations. At September 30, 2001, no
          derivative financial instruments were held by the Company and the
          average fair value of such instruments held during the periods was not
          material.

3.        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.

4.        Excess of Liabilities over Assets of Discontinued Operations
          ------------------------------------------------------------

          In August 2000, the Company discontinued its merchant banking
          operations, which consisted of its real estate project with Carmike
          Cinemas, Inc., and its financial consulting operations. Accordingly,
          the Company's remaining operations are solely from its e-recruiting
          segment.

                                       6
<PAGE>


          The Company will recognize a gain in an amount approximately equal to
          Excess of Liabilities over Assets of Discontinued Operations
          ($3,512,884 at September 30, 2001) when title relating to six
          properties leased to Carmike is transferred pursuant to the direction
          of Wachovia, N. A., as agent to the holders of the non-recourse debt
          under the Reimbursement Agreement referred to in Note 4 below.
          However, due to various proceedings relating to Carmike's petition
          under Chapter 11 of the United States Bankruptcy Code, no such
          transfer, as yet, has been made. The Company's exposure related to
          this real estate project is and always has been limited solely to the
          Company's interest in the six properties.

5.        Discontinued Operations
          -----------------------

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

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

          The financial statements have been restated to reflect the
          discontinued operations of the periods presented and to reclassify the
          assets and liabilities related thereto.

          Excess of Liabilities over Assets of Discontinued Operations at
          September 30, 2001 consists of the following:

                                                    September 30, 2001
                                                           and
                                                    December 31, 2000
                                                    -----------------

                  Real estate leased, net           $      69,510,631
                  Other assets                              9,990,425
                  Reimbursement obligations               (72,750,000)
                  Other liabilities                        (8,013,940)
                  Due to preferred member                  (2,250,000)
                                                    ------------------
                                                    $      (3,512,884)
                                                    =================

                                       7
<PAGE>




          Income (loss) from discontinued operations for the three and nine
          month periods ended September 30, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>
                                           Three Months Ended               Nine Months Ended
                                              September 30,                   September 30,

                                          2001            2000            2001             2000

<S>                                   <C>             <C>             <C>             <C>
         Revenues                     $  3,749,130    $  1,130,607    $ 11,247,390    $  5,804,374
         Expenses                       (3,749,130)     (1,425,798)    (11,335,140)     (5,730,025)
         Write-off of unamortized
          financing costs                                 (804,667)                       (804,667)
                                      ------------    ------------    ------------    ------------

                                      $               $ (1,099,858)   $    (87,750)   $   (730,318)
                                      ============    ============    ============    ============
</TABLE>

6.        Litigation
          ----------

          In February 2000, the Company, in exchange for a nominal amount
          obtained a release from claims arising from a 1996 litigation.

          In August 2001, the Company, in exchange for a nominal amount obtained
          a release from claims arising from a 2000 litigation.

7.        Debentures Payable
          ------------------

          On June 28, and August 7, 2000, the Company privately placed 48 units
          of its securities. Each unit consisted of a $50,000 subordinated
          convertible debenture, 12,500 Class A Common Stock Warrants and 12,500
          Class B Common Stock Warrants. Each $50,000 debenture is convertible
          into 25,000 shares of common stock. The Class A and B Warrants are
          exercisable at $4 and $6, respectively. The debentures bear interest
          at 12%, payable quarterly, commencing October 1, 2000 and mature March
          31, 2010. The Class A and B Warrants are exercisable at any time until
          March 31, 2003 and March 31, 2005, respectively. In the private
          placement, officers and an employee of the Company acquired 5 units
          for $250,000.

          The Company incurred a non-recurring non-cash interest charge of
          $246,875 due to the beneficial conversion feature of the debentures.
          In addition, the Company valued the warrants, utilizing the
          Black-Scholes Pricing Model, at $740,000 which is being accounted for
          as debt discount and will be amortized over the life of the
          debentures. The amounts ascribed to the beneficial conversion feature
          and the warrants aggregating $986,875 were credited to
          paid-in-surplus.

          The Company paid the placement agent cash of $375,025 and granted the
          agent a warrant exercisable through June 2005 (valued at $200,000) to
          purchase 5 units at $60,000 per unit. Of the total consideration,
          $426,658 was accounted for as deferred financing costs which is being
          amortized over the life of the debentures and $148,367 deemed
          attributable to the warrant portion of the unit, was charged to
          paid-in surplus.

8.        Income Taxes
          ------------

          Commencing in August 2000, pursuant to an understanding with the IRS,
          the Company began paying $30,000 per month until the assessed tax
          deficiency relating to the years 1985 through 1989 and interest
          thereon, which together amounted to $1,163,900 is fully satisfied.
          However, after a technical review of our tax liability, management of
          the Company believes that there may be a basis for reducing our tax
          liability to the IRS. 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.

                                       8
<PAGE>

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


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

          Since the attack, the Company's management has been preoccupied with
          (i) the relocation and reestablishment of its business, (ii) the
          recreating of its critical accounting records for the period January
          1, 2001 through September 11, 2001, and (iii) the assessing and
          processing of insurance claims, with the assistance of a risk manager,
          with its insurers. As of the date hereof, the Company has
          re-established all its operations at its new offices located at 575
          Madison Avenue, Suite 502, New York, NY 10022. It has also recreated
          all its critical accounting records lost due to the catastrophe. In
          addition, management has determined, based on the advice of its risk
          manager, that it is probable that the insurance proceeds it expects to
          receive will be in an amount that will at least equal the net carrying
          value of the destroyed assets and, accordingly, has recorded an
          insurance claim receivable equal to such amount. Upon the ultimate
          determination of the insurance proceeds that the Company will receive,
          the Company will record a gain, if any, 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 insurance proceeds expected from the lost business
          income and extra expense insurance policy provisions are
          indeterminable by the Company at this time. The insurance proceeds
          expected from the record re-creation insurance policy provision are
          estimated to be sufficient to cover the Company's related costs.

          In August 2000, we discontinued our merchant banking operations, which
          consisted of our real estate project with Carmike Cinemas, Inc., and
          our financial consulting operations. Accordingly, our remaining
          operations are solely from our e-recruiting segment. Our financial
          resources and our management's efforts are now focused entirely on
          this segment.

          E-recruiting activities are derived from the operations of the two
          divisions of our wholly-owned subsidiary, CareerEngine, Inc. These
          divisions, CareerEngine Network and CareerEngine Solutions, provide
          on- and off-line companies with products and services addressed to
          meeting on-line recruiting problems.

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

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

          Revenues

          Total revenues from continuing operations decreased to $143,627 for
          the three-month period ended September 30, 2001 from $1,022,674 for
          the three-month period ended September 30, 2000.

                                       9
<PAGE>


          E-recruiting related services decreased to $138,923 for the
          three-month period ended September 30, 2001 from $415,160 for the
          three-month period ended September 30, 2000 as the operations of our
          subsidiary, CareerEngine, Inc., have been significantly reduced since
          January, 2001.

          Income on securities transactions decreased to nil for the three-month
          period ended September 30, 2001 from $570,157 for the three-month
          period ended September 30, 2000. This revenue category includes the
          net profit from our cash management and our investing in futures,
          puts, calls, municipals and other securities. The Company ceased its
          cash management and investing activities in futures, puts, calls,
          municipals and other securities effective April 1, 2001.

          Interest income decreased to $4,704 for the three-month period ended
          September 30, 2001 from $37,357 for the three-month period ended
          September 30, 2000 due to the reduced amount of funds available for
          investment.

          Expenses

          Total expenses from continuing operations decreased to $720,531 for
          the three-month period ended September 30, 2001 from $1,869,310 for
          the three-month period ended September 30, 2000.

          Compensation and related costs decreased to $373,626 for the
          three-month period ended September 30, 2001 from $972,136 for the
          three-month period ended September 30, 2000. The decrease is due to
          the Company's cost reduction strategy, consisting primarily of
          significant staff reductions, which it commenced in December 2000.

          Advertising expense decreased to $4,649 for the three-month period
          ended September 30, 2001 from $330,920 for the three-month period
          ended September 30, 2000 as CareerEngine, Inc. commenced a cost
          reduction program in December 2000, focused primarily on compensation
          and advertising related expenditures.

          General and administrative expenses decreased to $263,064 for the
          three-month period ended September 30, 2001 from $546,254 for the
          three-month period ended September 30, 2000 due primarily to the cost
          reduction program instituted by the Company.

          Interest expense increased to $79,192 for the three-month period ended
          September 30, 2001 from $20,000 for the three-month period ended
          September 30, 2000 due primarily to the issuance of debentures payable
          in June and August 2000.

          Operating Loss

          On a pre-tax basis, we had a loss of $576,904 for the three-month
          period ended September 30, 2001 from continuing operations compared
          with a loss of $846,636 for the three-month period ended September 30,
          2000 from continuing operations due primarily to the expenses

                                       10
<PAGE>


          associated with CareerEngine, Inc. For Federal income tax purposes, as
          of September 30, 2001, we had net operating loss carryforwards of
          approximately $26,324,000 available to reduce future taxable income.
          These carryforwards expire in the years 2005 through 2021.

          Our loss from continuing operations for the three-month period ended
          September 30, 2001 was $576,904 compared with a loss from continuing
          operations of $846,636 for the three-month period ended September 30,
          2000. For the three-month period ended September 30, 2001, loss per
          common share from continuing operations, basic and diluted, was $.10
          per share. For the three-month period ended September 30, 2000, loss
          per common share from continuing operations, basic and diluted, was
          $.16 per share.

          Our loss from discontinued operations for the three-month period ended
          September 30, 2001 was nil compared with a loss from discontinued
          operations of $1,099,858 for the three-month period ended September
          30, 2000. For the three-month period ended September 30, 2001, loss
          per common share from discontinued operations, basic and diluted, was
          nil. For the three-month period ended September 30, 2000, loss per
          common share from discontinued operations, basic and diluted, was $.20
          per share.

          Our net loss for the three-month period ended September 30, 2001 was
          $576,904, compared with a net loss of $1,946,494 for the three-month
          period ended September 30, 2000. For the three-month period ended
          September 30, 2001, net loss per common share, basic and diluted, was
          $.10 per share. For the three-month period ended September 30, 2000,
          net loss per common share, basic and diluted, was $.36 per share.

          Nine Month Period Ended September 30, 2001 Compared to the Nine Month
          Period Ended September 30, 2000

          Revenues

          Total revenues from continuing operations decreased to $1,154,447 for
          the nine-month period ended September 30, 2001 from $2,296,448 for the
          nine-month period ended September 30, 2000.

          E-recruiting related services decreased to $712,864 for the nine-month
          period ended September 30, 2001 from $929,718 for the nine-month
          period ended September 30, 2000 as the operations of our subsidiary,
          CareerEngine, Inc. have been significantly reduced since January,
          2001.

          Income on securities transactions, net decreased to $420,253 for the
          nine-month period ended September 30, 2001 from $1,266,294 for the
          nine-month period ended September 30, 2000. This revenue category
          includes the net profit from our cash management and our investing in
          futures, puts, calls, municipals and other securities. The Company
          ceased its cash management and investing activities in futures, puts,
          calls, municipals and other securities effective April 1, 2001.

                                       11
<PAGE>

          Interest income decreased to $21,330 for the nine-month period ended
          September 30, 2001 from $98,412 for the nine-month period ended
          September 30, 2000 due to the reduced amount of funds available for
          investment.

          Other income decreased to nil for the nine-month period ended
          September 30, 2001 from $2,024 for the nine-month period ended
          September 30, 2000.

          Expenses

          Total expenses from continuing operations decreased to $3,380,051 for
          the nine-month period ended September 30, 2001 from $5,789,443 for the
          nine-month period ended September 30, 2000.

          Compensation and related costs decreased to $1,687,871 for the
          nine-month period ended September 30, 2001 from $2,482,190 for the
          nine-month period ended September 30, 2000. The decrease is due to the
          Company's cost reduction strategy, consisting primarily of staff
          reductions, which it commenced in December 2000.

          Advertising expense decreased to $255,898 for the nine-month period
          ended September 30, 2001 from $1,357,774 for the nine-month period
          ended September 30, 2000 as CareerEngine, Inc. commenced a cost
          reduction program, focused primarily on compensation and advertising
          related expenditures.

          General and administrative expenses decreased to $1,126,206 for the
          nine-month period ended September 30, 2001 from $1,662,604 for the
          nine-month period ended September 30, 2000 due primarily to (i) the
          additional costs incurred by the Company relating to its fund raising
          efforts and (ii) excess cash proceeds received on surrender of the
          split dollar insurance policies the Company had for its Chairman.

          Interest expense increased to $310,076 for the nine-month period ended
          September 30, 2001 from $286,875 for the nine-month period ended
          September 30, 2000 due primarily to (i) the issuance of the debentures
          payable in the nine month period ended September 30, 2000, and (ii)
          the commencement of principal and interest payments on our outstanding
          tax assessment.

          Operating Loss

          On a pre-tax basis, we had a loss of $2,225,604 for the nine-month
          period ended September 30, 2001 from continuing operations compared
          with a loss of $3,492,995 for the nine-month period ended September
          30, 2000 from continuing operations due to the expenses associated
          with CareerEngine, Inc. For Federal income tax purposes, as of
          September 30, 2001, we had net operating loss carryforwards of
          approximately $26,324,000 available to reduce future taxable income.
          These carryforwards expire in the years 2005 through 2021.

          Our loss from continuing operations for the nine-month period ended
          September 30, 2001 was $2,235,804 compared with a loss from continuing
          operations of $3,508,335 for the

                                       12
<PAGE>


          nine-month period ended September 30, 2000. For the nine-month period
          ended September 30, 2001, loss per common share from continuing
          operations, basic and diluted, was $.40 per share. For the nine-month
          period ended September 30, 2000, loss per common share from continuing
          operations, basic and diluted, was $.65 per share.

          Our loss from discontinued operations for the nine-month period ended
          September 30, 2001 was $87,750 compared with a loss from discontinued
          operations of $730,318 for the nine-month period ended September 30,
          2000. For the nine-month period ended September 30, 2001, loss per
          common share from discontinued operations, basic and diluted, was $.02
          per share. For the nine-month period ended September 30, 2000, income
          per common share from discontinued operations, basic and diluted, was
          $.13 per share.

          Our net loss for the nine-month period ended September 30, 2001 was
          $2,323,554, compared with a net loss of $4,238,653 for the nine-month
          period ended September 30, 2000. For the nine-month period ended
          September 30, 2001, net loss per common share, basic and diluted, was
          $.42 per share. For the nine-month period ended September 30, 2000,
          net loss per common share, basic and diluted, was $.78 per share.

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

          The Company has incurred substantial operating losses, sustained
          substantial operating cash outflows, and at September 30, 2001 has a
          stockholders' deficiency. Management believes that such losses and
          negative operating cash flows will continue in fiscal year 2001. The
          above factors raise substantial doubt about the Company's ability to
          continue as a going concern. The Company's continued existence is
          dependent on its ability to obtain additional equity and/or debt
          financing to fund its operations and ultimately to achieve profitable
          operations. The Company is attempting to raise additional financing.
          There is no assurance that the Company will obtain additional
          financing or achieve profitable operations. The financial statements
          do not include any adjustments relating to the recoverability or
          classification of recorded asset amounts or the amount and
          classification of liabilities that might be necessary as a result of
          this uncertainty.

          We initiated a cost reduction strategy consisting primarily of
          significant staff reductions since December 14, 2000, and a reduction
          of other expenses, principally advertising expenditures, commencing
          January 1, 2001.

          Historically, we have sustained our operations primarily from the use
          of our own financial resources, the net proceeds generated from our
          cash management activities, and from the proceeds of the private
          financing of units completed in June and August 2000. However, if the
          actual costs of our business are higher than projected or our
          contemplated future revenues fall below our current expectations, we
          may require additional financing. We anticipate, but cannot assure,
          that this additional financing will come, primarily, from the exercise
          of the warrants from the private financing. However, we cannot assure
          that the price of our common stock will ever attain sufficient levels
          to induce the exercise of the warrants.

                                       13
<PAGE>


          In the event that the warrants are not exercised within the time
          period needed, we will be forced to seek alternate sources of
          financing, most likely from one or more additional public or private
          equity or debt offerings. We currently have no commitments for any of
          such additional funding. We may not be able to raise needed cash on
          terms acceptable to us or at all. Financings may be on terms that are
          dilutive or potentially dilutive to our stockholders. If sources of
          financing are required, but are insufficient or unavailable, we will
          be required to modify our growth and operating plans to the extent of
          available funding, which would have an adverse effect on the
          successful implementation of our planned business development.

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

          We do not have any material commitments for capital expenditures as of
          September 30, 2001. However, as the Company has the use of certain
          furniture and fixtures, and office equipment in its new offices, such
          offices are subject to a month-to-month lease and, accordingly, the
          Company at some point in the future will be required to utilize some
          portion of its insurance proceeds received relating to the catastrophe
          of September 11, 2001 to replace certain of these assets.

C.        Inflation
          ---------

          Inflation may affect the Company in certain areas of its cash
          management. Changes in interest rates typically follow actual or
          expected changes in the inflation rate. Accordingly, interest rates
          usually increase during periods of high inflation and decrease during
          periods of low inflation.

                                       14
<PAGE>


                                     PART II

                                OTHER INFORMATION


Item 5.   Other Information.

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

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

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

                  (b)      Reports on Form 8-K:

                           The Company did not file any reports on Form 8-K
                           during the nine months ended September 30, 2001.


                                       15
<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: December 11, 2001             George W. Benoit, Chairman of the Board
                                    of Directors, President, and Chief Executive
                                    Officer




                                         /s/ Anthony S. Conigliaro
                                    --------------------------------------------
Date: December 11, 2001             Anthony S. Conigliaro, Vice President and
                                    Chief Financial Officer


                                       16