U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


For the fiscal quarter ended:               June 30, 2000
Commission file number:             0-27842



                                  COLMENA CORP.
             (Exact name of registrant as specified in its charter)


         Delaware                                               54-1778587
         (State or other jurisdiction of                      (I.R.S. Employer
         incorporation or organization)                      Identification No.)




                       2500 N. Military Trail, Suite 225-D
                            Boca Raton, Florida 33431
                    (Address of principal executive offices)
                                   (Zip code)

                                 (561) 998-2031
              (Registrant's telephone number, including area code)


Indicate by check mark whether  registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 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 No X

                         APPLICABLE TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practical date:

On August  15,  2001,  the issuer had  outstanding  19,716,711  shares of common
stock, $.001 par value per share.



<Page>


                                  COLMENA CORP.

                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED JUNE 30, 2000

                                      INDEX


Page

PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements

   Balance Sheet (Unaudited)
      As of June 30, 2000.....................................................3
   Statements of Operations (Unaudited)
     For the Nine and Three Months Ended June 30, 2000 and 1999...............4
   Statements of Cash Flows (Unaudited)
     For the Nine Months Ended June 30, 2000 and 1999.........................5

   Condensed Notes to Financial Statements.................................6-11

   Item 2 - Management's Discussion and Analysis of Financial
     Condition and Results of Operations..................................12-15


PART II - OTHER INFORMATION

   Item 1 - Legal Proceedings................................................16

   Item 2 - Changes in Securities and use of Proceeds........................16

   Item 3 - Default upon Senior Securities...................................16

   Item 4 - Submission of Matters to a Vote of Security Holders..............16

   Item 5 - Other Information................................................16

   Item 6 - Exhibits and Reports on Form 8-K.................................16

   Signatures................................................................17



                                     Page 2
<PAGE>


                                 COLMENA CORP.
                                 BALANCE SHEET
                                 June 30, 2000
                                  (Unaudited)



                                     ASSETS
CURRENT ASSETS:
  Cash                                                         $            313
                                                              ------------------

   Total Current Assets                                                     313
                                                              ------------------

   Total Assets                                                $            313
                                                              ==================


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts Payable and Accrued Expenses                      $        249,979
    Notes Payable                                                       100,000
    Guaranteed Loan                                                     331,000
    Due to Shareholder                                                    3,700
                                                              ------------------


      Total Current Liabilities                                         684,679
                                                              ------------------

STOCKHOLDERS' DEFICIT:
    Common Stock ($.01 Par Value; 20,000,000 Shares Authorized;
      15,572,250 Shares Issued and Outstanding)                         155,723
    Additional Paid-in Capital                                       16,600,117
    Accumulated Deficit                                             (17,440,206)
                                                              ------------------

       Total Stockholders' Deficit                                     (684,366)
                                                              ------------------

       Total Liabilities and Stockholders' Deficit            $             313
                                                             ===================

   The accompanying notes are an integral part of these financial statements.



                                     Page 3
<PAGE>



                                 COLMENA CORP.
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)


<Table>

                                              <c>               <c>                 <c>             <c>


                                                   For the Three Months                For the Nine Months
                                                       Ended June 30,                      Ended June 30,
                                                     2000           1999             2000              1999
                                            ---------------------------------    --------------------------------
REVENUES                                    $            -     $           -     $          -      $           -
                                                         -                 -                -                  -
                                            ---------------    --------------    -------------     --------------

OPERATING EXPENSES:
    Compensation Expense                             1,833                 -            7,323                  -
    Consulting                                     102,252            25,240          420,125          1,522,978
    Professional and Legal Fees                        846             7,890              846             14,666
    Selling, General and Administrative             28,629            27,330           59,046             29,648
                                            ---------------    --------------    -------------     --------------
       Total Operating Expenses                    133,560            60,460          487,340          1,567,292
                                            ---------------    --------------    -------------     --------------
                                                  (133,560)          (60,460)        (487,340)        (1,567,292)
LOSS FROM OPERATIONS                        ---------------    --------------    -------------     --------------

OTHER (EXPENSES):
    Interest Expense, net                          (16,500)           (8,689)         (49,500)           (26,064)
                                            ---------------    --------------    -------------     --------------

TOTAL OTHER EXPENSES                               (16,500)           (8,689)         (49,500)           (26,064)
                                            ---------------    --------------    -------------     --------------

LOSS FROM CONTINUING OPERATIONS                   (150,060)          (69,149)        (536,840)        (1,593,356)

INCOME (LOSS) FROM DISCONTINUED OPERATIONS
    Loss From Operations                                 -            (3,699)               -           (108,517)
    Loss on Disposal                                     -                 -                -          1,488,225
                                            ---------------    --------------    -------------     --------------

TOTAL INCOME (LOSS) FROM DISCONTINUED OPERATIONS         -            (3,699)               -          1,379,708
                                            ---------------    --------------    -------------     --------------

NET LOSS                                    $     (150,060)    $     (72,848)    $   (536,840)     $    (213,648)
                                            ===============    ==============    =============     ==============

BASIC AND DILUTED:
      Net Loss Per Common Share:
        Loss from Continuing Operations     $        (0.01)    $       (0.01)    $      (0.04)     $       (0.17)
        Income (Loss) from Discontinued
         Operations                                      -             (0.00)               -               0.15
                                            ---------------    --------------    --------------    --------------

                                            $        (0.01)    $       (0.01)    $      (0.04)     $       (0.02)
                                            ===============    ==============    ==============    ==============

      Weighted Common Shares Outstanding        15,080,873        11,508,176       14,400,453          9,268,249
                                            ===============    ==============    ==============    ==============

</Table>

   The accompanying notes are an integral part of these financial statements



                                     Page 4
<Page>



                                  COLMENA CORP.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                              For the Nine Months Ended June 30,
                                             -----------------------------------
                                                2000                  1999
                                            --------------     -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss from Continuing Operations       $    (536,840)     $     (1,593,356)
  Adjustments to Reconcile Net Loss from
    Continuing Operations to Net Cash Used
    in Continuing Operations:
      Depreciation and Amortization                     -                 7,500
      Impairment Loss on Marketable Securities          -                 3,400
      Exercise of Warrants                              -                26,359
      Stock Based Compensation                      7,323                     -
      Stock Based Consultant Fees                 420,125             1,522,978
      Common Stock Issued for Settlement           55,679                25,000

      (Increase) Decrease in:
        Accounts Receivable                             -                 9,664
        Other Current Assets                            -                 4,377

       Increase (Decrease) in:
        Cash Overdraft                                  -               (84,386)
        Accounts Payable and Accrued Expenses      49,500              (374,539)
                                              -----------       ----------------
  Net Cash Flows Used in Continuing Operations     (4,213)             (453,003)
                                              -----------       ----------------

    Income from Discontinued Operations                 -             1,379,708
    Changes in Net Asset and Liabilites of
     Discontinued Operations                            -              (549,892)
                                              ------------      ----------------
  Net Cash Flows Provided by
   Discontinued Operations                              -               829,816
                                              ------------      ----------------

  Net Cash Flows Provided by (Used in)
   Operating Activites                             (4,213)              376,813
                                              ------------      ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of Property and Equipment                 -                (3,000)
                                              ------------      ----------------
  Net Cash Flows Used in Investing Activities           -                (3,000)
                                              ------------      ----------------
   Payable - Related Parties                            -               (84,842)
  Payment on Notes Payable - Non-Related Parties        -              (287,131)
  Due to Shareholder                                2,500                (6,359)
                                              ------------      ----------------
  Net Cash Flows Provided by (Used in)
   Financing Activities                             2,500              (378,332)
                                              ------------      ----------------
  Net Decrease in Cash                             (1,713)               (4,519)
  Cash - Beginning of Period                        2,026                 6,287
                                              ------------      ----------------

  Cash - End of Period                               $313                $1,768
                                              ============      ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash paid during the year for:
    Interest                                  $         -        $            -
                                              ============      ================
    Income Taxes                              $         -        $            -

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Equipment Repossessed in Exchange
   for Note Payable                           $   275,000        $            -
                                              ============      ================
  Stock Based Compensation in Exchange
   for Accrued Expenses                       $     4,167        $            -
                                              ============      ================


   The accompanying notes are an integral part of these financial statements



                                     Page 5
<Page>



                                  COLMENA CORP.
                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions  to Form  10-QSB and Item 310(b) of  Regulation  S-B.
Accordingly,  the financial statements do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of management,  all adjustments have been
included and all adjustments  considered  necessary for a fair presentation have
been included and such adjustments are of a normal recurring nature.

These  financial  statements  should be read in  conjunction  with the financial
statements for the year ended September 30, 1999 and notes thereto  contained in
the Report on Form 10-KSB of Colmena Corp.  ("our  Company" or "the Company") as
filed with the Securities and Exchange Commission. The results of operations for
the nine  months  ended  June 30,  2000 are not  necessarily  indicative  of the
results for the full fiscal year ending September 30, 2000.


NOTE 2 - CONSULTING AGREEMENT

Consulting Agreement between Our Company and the Yankee Companies, Inc.

On  January  5,  1999  (the  "Effective  Date"),  a  consulting  agreement  (the
"Agreement") was entered into between our Company and the Yankee Companies, Inc.
("Yankees"), a Florida corporation.  The Agreement was established for a term of
730  days  from the  Effective  Date and  will be  renewed  automatically,  on a
continuing  annual basis,  unless terminated by one of the parties 30 days prior
to the  termination of the then current term.  The services  provided by Yankees
were agreed to be the services, on a reasonable,  as required, basis, consistent
with Yankee's other business activities.  Yankee's areas of expertise are mainly
comprised of corporate  structure,  organization,  and reorganization,  mergers,
acquisitions  and  divestitures,   strategic  corporate  development,  corporate
financial and equity analysis, and other corporate matters. Furthermore, Yankees
agreed to be  responsible  for  administering  the  expenditure  of the proceeds
derived by the Company  from the  exercise of options that were given to Yankees
as part of its  compensation  for the services  rendered (see below) in order to
implement the strategic  plans  developed by Yankees and to settle and discharge
the  corporate  obligations  of the  Company.  In this role,  Yankees  agreed to
establish and operate bank accounts for the Company,  using such  signatories as
Yankees deems appropriate.


                                     Page 6
<Page>



                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 2 - CONSULTING AGREEMENT

Consulting Agreement between Our Company and Yankees

As  consideration  for the  first  200 hours of  services  provided  (in lieu of
document license fees and required cash payments valued at $20,000), the Company
agreed  to issue to  Yankees  options  (designated  as the Class A  Options)  to
purchase shares of the Company's common stock at an aggregate  exercise price of
$40,000.  The amount of shares  underlying  are in an amount equal to 51% of the
Company's common stock at such time as exercise is completed. At the date of the
consulting agreement, 8,066,326 shares of common stock would have been issuable,
had the Class A Options  been  exercised  in full on such date.  Any increase or
decrease in the  outstanding or reserved  shares would result in a corresponding
adjustment of the options'  quantity and exercise  price per share.  The options
were originally  exercisable from the 10th day until the 365th day following the
effective date. As a material  subsequent event, the term of the Class A Options
was  amended on January 2, 2000 to extend the term for  exercise to the later of
December 31, 2002 or the100th day following the date the Company becomes current
in its SEC filings under the 1934 Exchange Act.

For additional services provided, during the initial term, the Company agreed to
pay the following consideration:

     (a)  If  Yankees  arranges  or  provides  funding  for the  Company on more
          beneficial  terms  than those  currently  reflected  in the  Company's
          current principal financing  agreements,  Yankees will be entitled, at
          its election, to either:

          (i)       a fee of 25% of the savings achieved, or

          (ii)      if  equity  funding  is  provided  through  Yankees  or  its
                    affiliates,  a  discount  of 10% from the bid  price for the
                    subject  equity  securities,  if  issuable  as free  trading
                    securities,  or a discount of 50%, if issuable as restricted
                    securities, or

          (iii)     an introduction fee of 5% of the aggregate proceeds obtained
                    if funding is  provided  by any  persons  introduced  to the
                    Company by Yankees;

     (b)  If  Yankees  generates  business  for  the  Company,  Yankees  will be
          entitled to a  commission  of 10% of the gross  income  derived by the
          Company therefrom on a continuing basis;

     (c)  If Yankees arranges for an acquisition by the Company, Yankees will be
          entitled to 10% of the consideration paid for such acquisition.

          In addition,  the Company will be  responsible  for the payment of all
          costs and  disbursements  associated with Yankee's services subject to
          certain limitations and/or approvals, as stipulated in the Agreement.



                                     Page 7
<Page>



                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 2 - CONSULTING AGREEMENT

Consulting Agreement between Our Company and Yankees

On January 4, 2000,  the  Agreement  was  amended a second  time to:  modify the
required  payments to Yankees based on the Yankee's  standard  hourly rates,  by
permitting  Yankees to accept payment in capital stock at the conversion rate of
50% of the fair market value of such stock;  increase  Yankee's  ownership after
exercise of the  warrants to 75% from 51% and the  aggregate  exercise  price to
$80,000 from $40,000;  and to clarify Yankee's  preferential rights to subscribe
for additional securities at a purchase price of 50% of their fair market value.

On January 4, 2001, a third amendment  changed the consulting fee to $10,000 per
month,  eliminating  hourly and document licensing fees (a material reduction in
historical payments).

Subsequent  to the period end June 30, 2000,  600,000 and  5,833,332  additional
shares became  subject to the Class A Option rights in 2000 and 2001,  resulting
in an expense of $12,000 and $460,000, respectively.

NOTE 3 - COMMON STOCK TRANSACTIONS AND STOCK OPTIONS AND WARRANTS GRANTED

In connection with the consulting  agreement  between the Company and Yankees as
discussed  in note 2 above,  an  additional  20,414,574  shares of common  stock
became  subject to the Yankees'  warrants  during the nine months ended June 30,
2000 as a result of their anti-dilutive provisions. The fair value of the option
adjustment  was  estimated  on  the  date  of  grant  using  the   Black-Scholes
option-pricing  model  with the  following  assumptions:  dividend  yield of 0%;
expected  volatility of 158%;  risk-free  interest rate of 5.1%, and an expected
life of 1 year.  Accordingly,  consulting  expense of  $420,125  was  recognized
during the nine months ended June 30, 2000 for the 20,414,574  shares underlying
the Class A Option.

On May 4, 2000, 200,000 common shares were issued under an employment  agreement
and on May 4, 2001, another 200,000 were issuable.

On May 11, 2000 (the  "Settlement  Date"),  the Company settled various disputes
with an individual by issuing 136,147 of its common shares. The Company recorded
an  expense of $4,084  based on the  trading  price of the common  shares on the
Settlement Date.


                                     Page 8
<Page>



                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)



NOTE 3 - COMMON STOCK TRANSACTIONS AND STOCK OPTIONS AND WARRANTS GRANTED
         (Continued)

On May 31, 2000 (the "Settlement  Date"),  the Company entered into a settlement
with a creditor of one of its divested subsidiaries.  The Company issued 533,333
shares of its common stock.  An expense of $24,000 was  recognized  based on the
trading  price  of  the  common  shares  on the  Settlement  Date.  The  expense
represents  the  write-off of the amount due from that  subsidiary to settle its
obligation.

The  Company  granted  options to  purchase  296,000  shares of common  stock to
directors and officers in January 2000 at an exercise  price of $0.02 per share,
expiring  December 2002. A compensation  expense of $4,440 was recognized  under
the intrinsic value method of APB 25.

The Company  granted  options to  purchase  70,000  shares of common  stock to a
director in March 2000 at an exercise price of $0.05 per share, expiring January
2002. A compensation  expense of $1,050 was recognized under the intrinsic value
method of APB 25.

NOTE 4-GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  Other than the  recently  initiated
consulting  activities,  the  Company  has no  other  business  operations,  has
recurring  losses,  and had a working  capital  deficiency  of  $684,366  and an
accumulated  deficit of $17,440,206  at June 30, 2000.  These  conditions  raise
substantial doubt about the Company's ability to continue as a going concern.



NOTE 5 - SUBSEQUENT EVENTS

(A)  Bell South Agreement

     In November 1999, the Company  entered into a two-year  agreement with Bell
     South  Telecommunications,  Inc. to become an  alternative  local  exchange
     telecommunications  company ("CLEC") in stipulated  states. The Company has
     not activated its service and has no obligation  under the agreement  until
     usage begins.



                                     Page 9
<Page>

                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)



NOTE 5 - SUBSEQUENT EVENTS (Continued)

(B)  Common Stock Issuances

     In October  2000,  200,000  common  shares were issued  under a  consulting
     agreement.  An expense of $4,000 was recognized  based on the trading price
     on the vesting date.

     On November 8, 2000 (the "Settlement  Date"),  the Company became obligated
     to issue  100,000 of its common  shares  under a court  ordered  settlement
     stipulation.  The shares were physically  issued in February 2001 to settle
     an  obligation  of Tio Mariano  Cigar Corp.,  a divested  subsidiary of the
     Company  and any other  unknown  obligations  of the  Company.  The Company
     recorded a $15,000  expense  based on the trading price of the common stock
     on the Settlement Date. The expense  represents the write-off of the amount
     due from that subsidiary to settle its obligation.

     On May 30, 2001 (the "Settlement Date"), the Company settled a note payable
     of $100,000  plus accrued  interest of $38,333 by issuing  1,844,444 of the
     Company's common stock to the creditor who was also a consultant.  Based on
     the $0.075  trading price of the common stock on the  Settlement  Date, the
     Company had no gain or loss on settlement.  The settlement  also terminated
     all potential obligations under the consulting agreement.

     In September 2000, 2,000,000 common stock warrants were exercised,  but not
     issued until July 2001.

     The  Company is  obligated  to issue  200,000  common  shares to Anthony Q.
     Joffe,  a former  president  and current  chairman of the board,  under his
     employment agreement, which has terminated.

(C)  Warrants and Options

     Subsequent to June 30, 2000,  in fiscal years 2000 and 2001,  respectively,
     the Company issued a warrant for purchase of 600,000 shares of common stock
     and a warrant for purchase of 5,833,332  shares of common stock to Yankees.
     A consulting  expense of $12,000 and $460,000  was  recognized  in 2000 and
     2001, respectively,  based on the fair value options pricing method of SFAS
     123.

     The Company  granted  options to purchase  36,000 shares of common stock to
     two  directors  in July  2001 at an  exercise  price of $.02  for  services
     performed  in year 2000.  An expense of $2,880 was  recognized  immediately
     based on the intrinsic value method under APB 25.



                                     Page 10
<Page>

                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 5 - SUBSEQUENT EVENTS (Continued)

(D)  Employment Agreements

     Effective June 14, 2001, the Company  entered into an employment  agreement
     with Edward Dmytryk (the "Employee") pursuant to which he is engaged as the
     Company's  president and chief  executive  officer.  The agreement is for a
     term of one year,  with renewal  thereafter from year to year unless either
     the Company or the Employee  gives at least 60 days notice prior to the end
     of the  then  current  term of an  intention  not to  renew,  and  contains
     confidentiality  and  on-competition  clauses.  As  consideration  for  the
     Employee's  services,  the Company has agreed to compensate him at the rate
     of $50.00 per hour for services to the Company,  plus reimbursement for all
     reasonable  expenses related thereto.  This compensation is paid at the end
     of each month, in shares of the Company's  common stock calculated by using
     the  average  closing  transaction  price of the stock  for the month  then
     ended.

     Effective June 14, 2001, the Company  entered into an employment  agreement
     with Vanessa Lindsey (the  "Employee")  pursuant to which she is engaged as
     the Company's vice president and secretary.  The agreement is for a term of
     one year,  with  renewal  thereafter  from year to year  unless  either the
     Company or the  Employee  gives at least 60 days notice prior to the end of
     the  then  current  term  of  an  intention  not  to  renew,  and  contains
     confidentiality  and  non-competition  clauses.  As  consideration  for the
     Employee's services,  the Company has agreed to compensate her according to
     the  Company's  pro rata  share  (assuming  a 40 hour work  week) of a base
     salary of $5,000  per  month,  for time  actually  devoted to her duties on
     behalf of the Company.  This compensation is paid at the end of each month,
     and is paid partly in cash and partly in an amount of the Company's  common
     stock  calculated  by using the average  closing  transaction  price of the
     stock for the month then ended.

     Effective  June 18, 2001,  the Company  engaged Kevin Durnan as its general
     counsel.  As  consideration  for his  services,  the  Company has agreed to
     compensate  him  according  to the  Company's  pro rata share (based on the
     number of Yankees'  clients for whom he is providing legal services) of (1)
     his  current  base  salary of $40,000  per year and (2) $2,500 per month in
     common stock.  The stock  portion is paid at the end of each month,  and is
     paid in an equivalent  amount of the Company's  common stock  calculated by
     using the average closing transaction price of the stock for the month then
     ended.

     The Company anticipates borrowing funds for required payments from Yankees.



                                    Page 11
<Page>



ITEM 2.  MANAGEMENT'S  DISCUSSION   AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
         RESULTS OF OPERATIONS.

Overview

The  following  discussion  should  be read in  conjunction  with our  Company's
audited financial statements and the more detailed information contained in Part
I, Item 1 of this report. During November of 1997, our Company became engaged in
the business of  marketing  and  distributing  long-distance  telephone  service
calling cards and in the  manufacture and  distribution  of premium  hand-rolled
cigars,  in each case through wholly owned  subsidiaries.  During March of 1999,
our Company's board of directors concluded negotiations to divest our Company of
all of its  wholly  owned  subsidiaries  positioning  itself  to  undertake  new
business endeavors or to become a more attractive acquisition candidate.

Plan of Operations

During  January of 1999,  our Company's  board of directors  signed a consulting
agreement with Yankees,  calling for Yankees to provide our Company with working
capital and assistance in development and implementation of new strategic plans.
Yankees has been  concentrating  on meeting  our  Company's  obligation  to file
periodic reports under the Exchange Act,  including  completing the audit of our
financial statements for the fiscal year ended September 30, 2000. Additionally,
Yankees  assisted our Company in  identifying  persons with claims and potential
claims against our Company and to negotiate  with them to amicably  resolve such
claims.

Our Company has completed the audit of its financial  statements  for the fiscal
year ended September 30, 1999 and the quarterly unaudited  financial  statements
on Commission  Form 10-QSB for the calendar  quarters  ended  December 31, 2000,
March 31, 2001, and June 30, 2001 and is currently  working on the audit for its
fiscal year ended September 30, 2000. Our Company expects to have all delinquent
financial  statements and reports current and filed with the Commission prior to
September 30, 2001.

Almost all claims and potential claims against our Company identified by Yankees
have been  amicably  resolved  through the issuance of  approximately  3,325,011
shares of common stock through  August 2001,  with the notable  exception of the
arbitral  award  in  Deutsche  Financial   Services   Corporation  vs.  Business
Technology  Systems,  Inc., Ila Sethi, Madhu Sethi,  Richard C. Peplin, Jr., and
Colmena  Corp,  which our  Company  will  contest  (see "Part II,  Item 1, Legal
Proceedings").  Yankees,  on  behalf of our  Company,  is  currently  conducting
negotiations with certain remaining  claimants and has made offers of settlement
for claims. While management believes that there is a reasonable likelihood that
such offers will be accepted, no assurances to that effect can be provided.

Except for recently initiated consulting  activities,  our Company currently has
no business operations other than those pertaining to correcting deficiencies in
filing  obligations  under  the  Exchange  Act,  maintenance  of  our  corporate
existence,   and  potential  operations  under  a  negotiated  resale  agreement
involving   the   purchase  of   telecommunication   services   from   BellSouth
Telecommunications, Inc. for resale to end users.


                                    Page 12
<Page>



ITEM 2.  MANAGEMENT'S  DISCUSSION  AND   ANALYSIS  OF  FINANCIAL  CONDITION  AND
         RESULTS OF OPERATIONS (Continued)

Plan of Operations (Continued)

The agreement pertains to Sections 251 and 252 of the  Telecommunications Act of
1996,  and allows  our  Company to  operate  as an  alternative  local  exchange
telecommunications company in the States of Alabama, Florida, Georgia, Kentucky,
Louisiana,  Mississippi,  North  Carolina,  South  Carolina and  Tennessee.  The
agreement permits our Company to provide competing  telephone  exchange services
to residential and business subscribers in territories where BellSouth operates.
Our Company  currently has no customers and is not conducting any business under
our agreement with  BellSouth.  As soon as our Company has become current in its
filing  obligations  under the Exchange Act, it plans to either  obtain  capital
required to resume business operations pursuant to the BellSouth  agreement,  or
to acquire  complementary  businesses  in exchange  for shares of our  Company's
common  stock and a  commitment  by our  Company to provide  required  expansion
capital.  However,  no assurances can be provided that such business plan can be
attained.

Consulting Activities

As a material  subsequent  event,  during  August 2001,  in response to Yankees'
suggestions,  our Company's board of directors authorized our Company's officers
to  negotiate  consulting  agreements  with third  parties  that desire to avail
themselves of our Company's experience as a reporting company under the Exchange
Act. Such  assistance is expected to involve the  recruitment and supervision of
professional advisors such as attorneys,  auditors, investment bankers, transfer
agents,  officers and  directors  who have the desired  experience  in operating
public  companies,  and access to procedures  and policies that Yankees has made
available for use by our Company in complying with federal and state  securities
and corporate laws.

Our Company expects,  in exchange for such services,  that the consulting client
will  register a percentage  of its common  stock for issuance to our  Company's
stockholders,  as  of  an  agreed-upon  date  following  the  execution  of  the
consulting  agreement.  The amount of such common stock will vary depending upon
the circumstances of each  transaction.  The issuance of shares to our Company's
stockholders will be conditioned on prior registration with the Commission,  and
the failure to conclude such registration would void the agreement.

Registration  of shares  directly to our Company's  stockholders is necessary in
order for our Company to avoid inadvertently becoming an investment company, and
provides a major benefit to consulting  clients in that they obtain a large base
of stockholders, including all of our Company's market makers. The major benefit
of the consulting services to our Company is that it will be continually exposed
to emerging companies,  some of which should prove to be attractive  acquisition
candidates or candidates for strategic operating alliances (cooperative business
activities  not  involving  shares of equity  ownership)  that fit our Company's
strategic objectives.

Our Company does not yet have any consulting clients,  although it is discussing
such possibility with one company in the wireless communications industry.


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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (Continued)


Plan of Operations (Continued)

The foregoing plan of operation  contains  forward-looking  statements  that are
subject to risks and  uncertainties,  which could cause actual results to differ
materially  from those  discussed  in the  forward-looking  statements  and from
historical results of operations. Among the risks and uncertainties, which could
cause such a difference,  are those  relating to our Company's  dependence  upon
certain key personnel,  our ability to manage our growth,  our Company's success
in implementing our business strategy,  our success in arranging financing where
required,  and the risk of economic and market factors  affecting our Company or
our  customers.  Many of such risk factors are beyond the control of our Company
and its management.

Nine months ended June 30, 2000 compared to nine months ended June 30, 1999

Prior to the  discontinuation  of past operations,  substantially  all financial
activity during fiscal 1998 was a result of business  conducted in the marketing
and distributing of long-distance  telephone  service calling cards. Our Company
reported net losses from  operations  for the nine months ended June 30, 2000 of
$(536,840) and net loss from  operations for the nine months ended June 30, 1999
of  $(1,593,356).  This  translates to a per-share  loss of $(0.04) for the nine
months  ended June 30,  2000 and per share loss of $(0.17)  for the nine  months
ended June 30, 1999. Additionally, our Company reported income from discontinued
operations  for the nine months  ended June 30, 1999 of  $1,379,708  or $.15 per
share.  Our Company  had no loss from  discontinued  operations  during the nine
months ended June 30, 2000.

Our Company had no  revenues  for the nine months  ended June 30, 2000 and 1999,
respectively. Operating expenses decreased to $487,340 for the nine months ended
June 30, 2000 as compared to $1,567,292 for the nine months ended June 30, 1999.
The  decrease  was due to the  decreased  consulting  fees  resulting  from  the
issuance of common stock warrants, which amounted to $420,125 and $1,522,978 for
the nine months ended June 30, 2000 and 1999, respectively.

Net cash used in continuing operations was $4,213 for the nine months ended June
30, 2000 as compared to  $453,003  for the nine month ended June 30,  1999.  The
difference is due the decrease in operating activities.

Net cash used in investing  activities  in the 2000 period was $-0-  compared to
net cash  used in  investing  activities  of  $3,000  in the 1999  period.  This
difference was related to the purchase of equipment.

Net cash  provided  by  financing  activities  in the 2000  period was $2,500 as
compared  to net cash  used in  financing  activities  of  $378,332  in the 1999
period. The difference was attributable to reduction of notes payables in 1999.

No additional meaningful  comparisons can be made for the nine months ended June
30, 2000 as compared to the nine months ended June 30, 1999.


                                    Page 14
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ITEM 2.  MANAGEMENT'S  DISCUSSION   AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
         RESULTS OF OPERATIONS (Continued)



Nine months ended June 30, 2000 compared to nine months ended June 30, 1999

The effect of the board of directors'  decision to discontinue  past  operations
has had the effect of allowing  our Company in the near future to be  classified
as  a  development  stage  company  prepared  to  conduct  profitable   business
activities.  Current  revenues have been reduced to zero in contemplation of new
business opportunities being sought by our Company.

Year 2000 Compliance

As of the date this  report was to have been filed  with the  Commission,  there
were serious  concerns  about the effects the  transition  from the 1900s to the
2000s would have on computer programs designed to ignore the first two digits of
each year in determining operating periods.

No material Year 2000 problems  occurred as a result of the transition  from the
1900s to the 2000s on computer  programs designed to ignore the first two digits
of each year in determining operating periods.

At June 30, 2000, our Company had a  stockholders'  deficiency of  approximately
$684,366.  Our  Company's  future  operations  and growth are  dependent  on our
ability,  with the assistance of Yankees,  to raise capital for expansion and to
implement  our  strategic  plan.  If our  Company is not  successful  in raising
capital and in resolving the remaining  claims of certain  claimants,  or if the
arbitral  award  in  Deutsche  Financial   Services   Corporation  vs.  Business
Technology  Systems,  Inc., Ila Sethi, Madhu Sethi,  Richard C. Peplin, Jr., and
Colmena Corporation,  were successfully  reduced to a judgment,  our Company may
file for  reorganization  pursuant to Chapter 11 of the United States Bankruptcy
Code. Our Company has no other material commitments for capital expenditures.



                                     Page 15
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                          PART II. OTHER INFORMATION

Item 1.   Legal Proceedings.

As  permitted  by  Commission  Rule  12b-23,   the  response  to  this  item  is
incorporated by reference from the corresponding item in our Company's report of
Form 10-KSB for the fiscal year ended September 30, 1999.

Item 2.   Changes in Securities

As  permitted  by  Commission  Rule  12b-23,   the  response  to  this  item  is
incorporated by reference from the corresponding item in our Company's report of
Form 10-KSB for the fiscal year ended September 30, 1999.

Item 3.   Defaults Upon Senior Securities

As  permitted  by  Commission  Rule  12b-23,   the  response  to  this  item  is
incorporated by reference from the corresponding item in our Company's report of
Form 10-KSB for the fiscal year ended September 30, 1999.

Item 4.   Submission of Matters to a Vote of Security Holders.

As  permitted  by  Commission  Rule  12b-23,   the  response  to  this  item  is
incorporated by reference from the corresponding item in our Company's report of
Form 10-KSB for the fiscal year ended September 30, 1999.

Item 5.   Other Information

As  permitted  by  Commission  Rule  12b-23,   the  response  to  this  item  is
incorporated by reference from the corresponding item in our Company's report of
Form 10-KSB for the fiscal year ended September 30, 1999.

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

     (a)  Exhibits and Index of Exhibits

          As permitted by Commission  Rule 12b-23,  the response to this item is
          incorporated by reference from the corresponding item in our Company's
          report of Form 10-KSB for the fiscal year ended September 30, 1999.

     (b)  Reports on Form 8-K

          Our Company filed a current report on Form 8-K on June 25, 2001, which
          in Items 4 and 5 reported a change in  auditors  and an election of an
          officer.


                                    Page 16
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                                   SIGNATURES

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


                                  COLMENA CORP.


Dated:  September 4, 2001           By:  /s/ Edward C. Dmytryk/s/

                                             Edward C. Dmytryk, President,
                                             Chief Executive Officer & Director



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