SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)
CareerEngine Network, Inc.
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(Name of Issuer)
Common Stock, par value $.10
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(Title of Class of Securities)
141690107
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(CUSIP Number)
Barry W. Blank
P.O. Box 32056
Phoenix, AZ 85064
(602) 230-0200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 28, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 141690107
<PAGE>
CUSIP NO. 141690107 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barry W. Blank
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[X]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
878,100
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 878,100
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
878,100
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.85%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE>
CUSIP NO. 141690107 Page 3 of 6 Pages
Item 1. Security and Issuer
This statement relates to shares of common stock, $.10 par value per
share (the "Common Stock"), CareerEngine Network, Inc., formerly, Helmstar
Group, Inc. (the "Corporation"). The Corporation's principal executive office is
located at 2 World Trade Center, Suite 2112, New York, NY 10048.
Item 2. Identity and Background.
(a) This statement is being filed by Barry W. Blank (the "Reporting
Person").
(b) The business address of the Reporting Person is:
Barry W. Blank
P.O. Box 32056
Phoenix, AZ 85064
(c) The principal occupation of Mr. Blank is a registered
representative employed by Murphy & Durieu, a member of the National Association
of Securities Dealers, Inc., 1661 East Camelback Road, Suite 201, Phoenix, AZ
86016.
(d) During the past five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws, except as follows.
In 1999, in a private arbitration in Wisconsin brought by a
purchaser of securities of a company listed on the American
Stock Exchange, a judgment was entered against Mr. Blank in
the amount of $67,000 for alleged insider trading in the
securities. Mr. Blank is appealing the judgment.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person used $190,102 of his personal funds to purchase
66,300 shares of Common Stock from the Corporation. In addition, the Reporting
Person used $300,000 of his personal funds to purchase six Units of the
Corporation's securities from the Corporation in the Corporation's recent
private financing. Each Unit included: one $50,000 principal amount debenture
that is convertible into 25,000 shares of Common Stock; One Class A common stock
purchase warrant to purchase 12,500 shares of Common Stock and One Class B
common stock purchase warrant to purchase 12,500 shares of Common Stock. Mr.
Blank is entitled to received placement agent warrants to purchase 3.36 Units
identical to the above units for Dirks & Company, Inc., the placement agent for
the Corporation's recent private financing. The exercise price of the placement
agent warrants is $60,000 per Unit.
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CUSIP NO. 141690107 Page 4 of 6 Pages
Item 4. Purpose of Transaction.
Mr. Blank acquired the subject securities for purposes of investment and future
sale. Except as set forth below, he has no plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of such securities, except that he may acquire
additional securities or dispose of securities of the issuer depending upon the
then current business conditions of the issuer and the economy in general;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors and management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any material change in the issuer's business or corporate
structure;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12 (g) (4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) According to the Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000, as of July 31, 2000, the Corporation had issued
and outstanding 5,442,073 shares of Common Stock. Mr. Blank owns directly an
aggregate of 878,100 shares of the Corporation's Common Stock which includes
150,000 shares issuable upon conversion of a $300,000 principal amount
debenture; 75,000 shares issuable upon exercise of Class A common stock purchase
warrants; and 75,000 shares issuable upon exercise of Class B common stock
purchase warrants. The 878,100 shares also includes 168,000 shares that can be
acquired on the conversion of debentures and related warrants issuable upon
exercise of 3.36 placement agent warrants (described in Item 3 Above) issued to
the placement agent in the private financing and promised to Mr. Blank.
<PAGE>
CUSIP NO. 141690107 Page 5 of 6 Pages
(b) Mr. Blank has the sole power to vote, or to direct the vote of all
of the shares listed in subparagraph a above. In addition, he has the sole power
to dispose of, or to direct the disposition of all of the shares listed in
subparagraph a above. He has no shared power to vote, or to direct the vote of,
or to dispose of, or to direct the disposition of any of the shares listed in
subparagraph a above.
(c) Mr. Blank purchased and sold the following securities of the
Corporation within the 60 day period prior to June 28, 2000: On June 6, 2000, he
sold 9,700 shares of Common Stock for an aggregate of $24,236.19. On June 28,
2000 he purchased six Units (as defined in Item 3 above for an aggregate of
$300,000.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
To the best knowledge of Mr. Blank, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between him
and any other persons with respect to any securities of the Issuer, including
but not limited to transfer or voting of any such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies,
or a pledge or contingency the occurrence of which would give another person
voting power over the securities of the Issuer, except as set forth below.
Mr. Blank is a registered representative with Murphy & Durieu
("Murphy"). The Corporation and Murphy are in discussions pursuant to which
Murphy may underwrite a public offering of Units, which Units are identical to
the units owned by Mr. Blank. There is no letter of intent as of this date.
Item 7. Material to Be Filed as Exhibits.
None
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CUSIP NO. 141690107 Page 6 of 6 Pages
Signature.
After reasonable inquiry and to the best of each Reporting Person's
knowledge and belief, each Reporting Person certifies that the information set
forth in this statement is true, complete and correct.
Date: December 20, 2000
/s/ Barry W. Blank
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Barry W. Blank
