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, 2003
                         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.)

                               101 SW 11th Avenue
                            Boca Raton, Florida 33486
                    (Address of principal executive offices)
                                   (Zip code)

                                 (561) 392-6010
              (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   X                    No ____
                                                  --

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 July 30, 2003, the issuer had outstanding  116,438,976  shares of common
stock, $.01 par value per share.


<PAGE>

                                  COLMENA CORP.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED June 30, 2003

                                      INDEX


                                                                          Page

PART I - FINANCIAL INFORMATION

 Item 1 - Consolidated Financial Statements

 Consolidated Balance Sheet (Unaudited)
   As of June 30, 2003....................................................  3
 Consolidated Statements of Operations (Unaudited)
   For the Three and Nine Months Ended June 30, 2003 and 2002.............  4
Consolidated Statements of Cash Flows (Unaudited)
   For the Nine Months Ended June 30, 2003 and 2002.......................  5

Condensed Notes to Consolidated Financial Statements...................... 6-9

Item 2 - Management's Discussion and Analysis and Plan of
  Operation............................................................... 9-15

Item 3 - Control and Procedures...........................................  16

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.................................... 17

Item 4 - Submission of Matters to a Vote of Security Holders............... 17

Item 5 - Other Information................................................. 17

Item 6 - Exhibits and Reports on Form 8-K.................................. 18

Signatures................................................................. 18


                                      -2-
<PAGE>


                                  COLMENA CORP.

                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2003
                                   (Unaudited)


                                     ASSETS
<TABLE>
<S>                                                                                                                           <C>
CURRENT ASSETS:

     Cash                                                                                                                       -
                                                                                                                             -------
      Total Assets                                                                                                            $ -
                                                                                                                              ======

                                 LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

    Loan Payable in Default                                                                                                 68,750
    Accounts Payable and Accrued Expenses                                                                                    7,021
    Due to Related Party                                                                                                     1,519
                                                                                                                            --------
        Total Current Liabilities                                                                                           77,290
                                                                                                                           ---------

STOCKHOLDERS' DEFICIT:

    Preferred Stock ($.001 Par Value; 10,000,000 Share Authorized ;
        No Shares Issued and Outstanding)                                                                                        -
    Convertible Preferred Stock ($.001 Par Value; 1,000,000 Share Authorized ;
        701,415 Shares Issued and Outstanding)                                                                                 701
    Common Stock ($.01 Par Value; 650,000,000 Shares Authorized;
        116,438,976 Shares Issued and Outstanding)                                                                       1,164,390
    Additional Paid-in Capital                                                                                          17,221,242
    Accumulated Deficit                                                                                                (18,463,623)
    Deferred Consulting                                                                                                         -
                                                                                                                        ------------
        Total Stockholders' Deficit                                                                                        (77,290)
                                                                                                                         -----------
        Total Liabilities and Stockholders' Deficit                                                                           $ -
                                                                                                                         ===========
</TABLE>
  The accompanying notes are an integral part of these condensed consolidated
                              financial statements
                                      -3-
<PAGE>

                        COLMENA CORP.

            CONSOLIDATED STATEMENTS OF OPERATIONS
                         (Unaudited)

<TABLE>
<S>                                                                     <C>                <C>                <C>             <C>
                                                                          For the Three Months                For the Nine Months
                                                                             Ended June 30,                      Ended June 30,
                                                                          2003              2002              2003             2002
                                                                        -------------------------           ------------------------
REVENUES                                                                   $ -               $ -               $ -              $ -
                                                                        ------------------------------------------------------------
OPERATING EXPENSES:
    Compensation Expense                                                32,001            66,124           105,794          170,368
    Consulting                                                               -                 -             2,667          146,963
    Professional and Legal Fees                                          6,514             5,589            20,239           22,891
    General and Administrative                                           4,170            13,705            19,093           20,746
                                                                        ------------------------------------------------------------
        Total Operating Expenses                                        42,685            85,418           147,793          360,968
                                                                        ------------------------------------------------------------
LOSS FROM OPERATIONS                                                   (42,685)          (85,418)         (147,793)        (360,968)
                                                                        ------------------------------------------------------------

OTHER INCOME (EXPENSES):
    Settlement Income (Expense), net                                         -           344,108             6,431          338,287
    Gain on Agreement Rescission                                             -            30,000                 -           30,000
    Interest Expense, net                                               (1,120)           (3,389)           (9,907)         (31,671)
                                                                        ------------------------------------------------------------

TOTAL OTHER INCOME (EXPENSES)                                           (1,120)          370,719            (3,476)         336,616
                                                                        ------------------------------------------------------------
NET INCOME (LOSS)                                                    $ (43,805)        $ 285,301        $ (151,269)       $ (24,352)
                                                                        ============================================================

BASIC AND DILUTED:
      Net Loss Per Common Share - Basic and Diluted                    $ (0.00)           $ 0.01           $ (0.00)         $ (0.00)
                                                                   ============--================--================-================
      Weighted Common Shares Outstanding - Basic and Diluted       115,772,436        35,169,371        98,764,198       33,015,687
                                                                   ============--================--================-================
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
                              financial statements
                                      -4-
<PAGE>


                                  COLMENA CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<S>                                                                                                    <C>               <C>

                                                                                                         For the Nine Months
                                                                                                            Ended June 30,
                                                                                                       2003               2002

CASH FLOWS FROM OPERATING ACTIVITIES:

    Net Loss                                                                                            $ (151,269)      $ (24,352)
    Adjustments to Reconcile Net Loss to Net Cash Used in Operations

           Stock Based Compensation                                                                         76,285          16,301
           Stock Options and Warrants Issued to Consultants, Employees and Directors                             -          97,023
           Stock Based Settlement Expense                                                                        -        (333,193)

           Increase in:
              Accounts Payable and Accrued Expenses                                                         (9,027)       114,274
                                                                                                            -------       --------
Net Cash Flows Used in Operating Activities                                                                (84,011)       (129,947)
                                                                                                           --------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

    Proceeds from Loans Payable - Related Party                                                              6,600         105,962
    Payments on Loan Payable                                                                                (3,750)              -
    Proceeds from Sale of Common Stock                                                                      48,950               -
    Proceeds from Sale of Preferred Stock                                                                   18,450               -
    Due to Related Party                                                                                   13,644          23,963
                                                                                                           -------         -------

Net Cash Flows Provided by Financing Activities                                                            83,894         129,925
                                                                                                           -------        --------

Net Decrease in Cash                                                                                          (117)            (22)

Cash - Beginning of Year                                                                                      117               22
                                                                                                              ----             ---
Cash - End of Period                                                                                          $ -             $ -
                                                                                                              ====            ====
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:
   Interest                                                                                                 $ 272             $ -
                                                                                                             ======           ====
   Income Taxes                                                                                               $ -             $ -
                                                                                                              ====            ====

NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Note Payable - Related Party Reclassified to Convertible Bond                                             $ -         $ 40,000
                                                                                                              ====        =========
    Issuance of Common Stock for Debt and Bonds payable                                                 $ 430,030             $ -
                                                                                                        ==========            ====
    Conversion of Series A Preferred Stock to Common Stock                                               $ 48,613             $ -
                                                                                                         =========            ====
    Cashless Exercise of Warrants                                                                           $ 907             $ -
                                                                                                            ======            ====
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
                              financial statements

                                      -5-
<PAGE>


                                  COLMENA CORP.
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


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  audited
financial  statements  for the year ended  September  30, 2002 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
"Commission"). The results of operations for the nine months ended June 30, 2003
are not  necessarily  indicative  of the results for the full fiscal year ending
September 30, 2003.

In December 2002, the Company formed a new subsidiary,  Fitness & Longevity USA,
Inc.,  in  anticipation  of  acquiring  a new  business.  As of the date of this
report, this subsidiary is inactive.

NOTE 2 - CONVERTIBLE BONDS PAYABLE

On  December  31,  2001 (the  "Exchange  Date"),  the  Company  issued a Class A
Convertible  Bond to Yankee Companies LLC ("Yankees") in exchange for 19,820,712
unexercised  warrants and a series of matured and past-due promissory notes held
by Yankees.  The exchange was an exempt transaction  pursuant to Section 3(a)(9)
of the  Securities Act of 1933, as amended,  and  essentially  consolidated  the
warrants and promissory notes into the Class A Bond. The Class A Bond was in the
original  principal amount of $80,000 and had a term of one-year,  with interest
payable upon maturity at the  annualized  rate of 2% over the prime rate charged
during the Class A Bond's term by Citibank, N.A. (New York City).

The Class A Bond was  convertible,  at the holder's  option,  into shares of the
Company's securities such that, upon complete  conversion,  the number of shares
owned by the  holder  would be equal  to 75% of the  Company's  outstanding  and
reserved capital stock, as defined in the bond document,  at the time conversion
was  completed,  subject to  anti-dilutive  rights for three months  thereafter.
Conversion  could be effected in whole or in part, and as of September 30, 2002,
had converted  $40,000 in principal of the Class A Bond into the Company's stock
of which  26,009,987  common  shares and 260,100  convertible  preferred  shares
remained issuable at September 30, 2002, respectively. At the Exchange Date, the
fair market  value of the  conversion  feature of the Bond was equal to the fair
market value of the warrants  cancelled  and  therefore,  there was no charge or
credit to operations for the exchange.  In substance,  anti-dilutive  changes in
the  conversion  ratio were  considered  a  consulting  expense  pursuant to the
consulting agreement on which the issuance of the prior warrants was based.

                                       -6-
<PAGE>
                                  COLMENA CORP.
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 2 - CONVERTIBLE BONDS PAYABLE (Continued)

On May 31,  2002,  the  bond  was  assigned  by  Yankees  to the  Tucker  Family
Spendthrift  Trust ("TFST") and the Calvo Family  Spendthrift  Trust ("CFST") in
equal shares.

On December 18, 2002,  at the request of the Company,  the holders of all of the
Company's Class A Bonds, converted the bonds into shares of the Company's common
stock and into non-voting  preferred stock. The Company  converted the Bonds and
issued  52,019,978  shares of its common stock and 520,200  shares of non-voting
preferred stock. (See Note 5)

NOTE 3 - LOANS PAYABLE - RELATED PARTIES

On September  24, 2001,  the Company  entered into a $150,000  revolving  credit
agreement with Yankee Companies,  Inc. Each loan under the agreement will be due
one year from the date of the loan and bears  interest at an annualized  rate of
2% over the prime  rate  charged  during  the period by  Citibank,  N.A.  and is
payable upon demand after the one year term. The line of credit was cancelled on
December 31, 2001. A new revolving credit agreement was entered into with Yankee
Companies,  LLC  containing  terms  identical  to  the  agreement  with  Yankees
Companies,  Inc. The revolving credit agreement expires in January 2004, subject
to automatic annual renewal,  and is secured by all of the Company's  assets. As
of December 18, 2002, the Company  entered into several loans under these credit
agreements.   Borrowings  under  the  revolving  credit  agreements   aggregated
$363,630,  of which all were  assigned to Tucker  Family  Spendthrift  Trust and
Calvo Family Spendthrift Trust in equal amounts.  On March 28, 2002, the Company
borrowed an aggregate of $24,000 from Tucker Family  Spendthrift Trust and Calvo
Family  Spendthrift  Trust  (the  "Trusts")  under the same  terms as above.  On
December  19, 2002,  the Company  issued  19,381,549  shares of common stock and
193,815  shares  of  preferred  stock in full  satisfaction  of  these  loans of
$387,630 (based on a contemporaneous trading price of $0.01 per common share and
a fair value of $1.00 per preferred share (based on a conversion  ratio equal to
1/100th  the  number  of shares of  Preferred  Stock as the  number of shares of
common stock exchanged),  respectively, thereby eliminating substantially all of
its debts.


                                       -7-

<PAGE>

                                  COLMENA CORP.
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4 - LOAN PAYABLE IN DEFAULT

On May 1, 2002,  the Company  entered into a settlement  agreement with Deutsche
Financial Services Corporation  ("Deutsche").  Deutsche's claim was for $331,000
plus interest at the per annum rate of prime plus 6.5% since August 1, 1998, and
was based on a guaranty by the Company of a promissory  note  executed by one of
our divested  subsidiaries.  In exchange for the parties' general release of all
claims and  obligations  up to the date of the agreement,  Deutsche  received an
initial  payment  of  $20,000,  and was to receive an  additional  $2,500  (plus
interest at the per annum rate of U.S. prime) per month for 32 months  beginning
June 15, 2002 and ending  January 15, 2005 (an  aggregate  additional  amount of
$80,000  plus  interest).  Additionally,  in fiscal  2002,  the  Company  issued
2,500,000 common shares in connection with this settlement. As of June 30, 2003,
loan payable to Deutsche  amounted to $68,750.  As of June 30, 2003, the Company
was in arrears. Deutsche has verbally agreed to forbear on any collection action
at this time.  Due to the  default,  all amounts  due to Deutche  Bank have been
classified and reflected as a current  liability at June 30, 2003. As a material
subsequent  event,  Deutsche  has agreed to convert  our debt into shares of our
Company's common stock. When this agreement is finalized,  our Company will file
the appropriate report on Form 8-K.

As of June 30, 2003, accrued interest payable related to this amounted to $3,241
and is  included in accounts  payable  and accrued  expense on the  accompanying
balance sheet.

NOTE 5 - STOCKHOLDERS' DEFICIT

During the three months ended June 30, 2003,  the Company  issued 676,010 shares
of common stock to directors and employees for services rendered.  In connection
with these shares, the Company recorded compensation expense of $21,606 based on
the average monthly closing price of the Company's common stock in the month the
services were performed.

In order to fund short term capital requirements,  during the three months ended
June 30, 2003, the Company  raised funds through a private  placement of 745,000
shares of its common  stock to  directors  of the  Company,  their  families and
friends and affiliated  entities,  at $0.01 per share,  which provided $7,450 in
working capital for the three months ended June 30, 2003. The private  placement
was effected  without  registration  under the Securities Act in reliance on the
exemption  provided by Section 4(2) thereof.  Additionally,  the Company  raised
funds through a private  placement of 8,450 shares of its convertible  preferred
stock to CFST,  at $1.00 per share,  which  provided $ 8,450 in working  capital
during the three months ended June 30, 2003.

In April 2003,  1,195,681  shares of the Company's common stock were returned by
an employee due to an over issuance for services rendered. The Company accounted
for this as a capital contribution against additional paid-in capital at the par
value ($.01) of the Company's common stock or $11,957.

In April 2003,  200,000  warrants were  exercised and the Company  issued 90,666
shares of the Company's common stock under a cashless exercise of warrants.


                                       -8-
<PAGE>

                                  COLMENA CORP.
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 6 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company has no other  business
operations, has recurring losses, had cash used in operations of $84,011 for the
nine months ended June 30, 2003, had a working capital deficiency of $77,290 and
an accumulated deficit of $18,463,623 at June 30, 2003. As of June 30, 2003, the
Company was in arrears on its agreement  with  Deutsche.  Deutsche has agreed to
forbear on any collection  action at this time.  The Company  expects to resolve
the default within 60 days. Due to the default,  all amounts due to Deutche Bank
have been  classified  and  reflected  as a current  liability at June 30, 2003.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern.

Additionally,  as a material  subsequent  event,  the CFST indicated on July 23,
2003,  that it would no longer  provide  funding  to our  Company.  Because  the
funding  arrangement was always 50/50, the TFST indicated that it, too, would no
longer provide funding after helping our Company meet its payroll obligations on
July 25, 2003. Adam Wasserman,  the CFO, and Kevin Dornan, general counsel, have
agreed to accrue any funds due them until such time as the Company can afford to
pay.  Accordingly,  the  Company  is seeking  alternative  funding  sources.  No
assurances can be provided,  however, that such alternative funding sources will
be located.  Due to the anticipated lack of funding, the Company may not be able
to compensate its  professionals to allow the Company to continue its compliance
under  the  Exchange  Act of 1934,  which  may  cause  the  Company  to lose its
quotation on the Over the Counter Bulletin Board (OTCBB).

The Company is taking steps to address this situation. It maintains an agreement
as a telephone service reseller with BellSouth and management looks to expand on
such operations if funding  becomes  available,  or locate a  merger/acquisition
candidate (See Item 2, below).

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

OVERVIEW

During  November  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.  In September  1998,  following a default in payment
obligations totaling  approximately $5.6 million by the company that handled the
billing and collection for our Company's  long-distance  telephone services, our
Company and its  subsidiaries  were forced to  discontinue  day-to-day  business
operations.  During  March 1999,  our  Company's  board of  directors  concluded
negotiations  to divest our  Company of all of its  wholly  owned  subsidiaries,
positioning our Company to undertake new business  endeavors or to become a more
attractive acquisition candidate.



                                       -9-

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
                (Continued)

On February  21,  2003,  our  Company  signed a letter of intent with The Global
Group  ("Global")  and Matrix  International,  Inc.  ("Matrix")  to acquire  the
business plan and operations of Global and Matrix.  Definitive  agreements  were
drafted and due  diligence was underway  when Global and Matrix  terminated  the
letter of intent on May 2, 2003.  Our Company  continues to negotiate with other
companies  concerning  potential  acquisitions  and will  promptly  announce any
developments that result in a letter of intent.

PLAN OF OPERATIONS

Our Company  currently has no day-to-day  business  operations  other than those
pertaining  to the  maintenance  of our  corporate  existence  and the filing of
reports  required by the Commission and our efforts to become an active reseller
of BellSouth telecommunications services.

Consulting Activities

During March and April 2003, our Company negotiated with Corblet Corporation,  a
Florida  corporation,  to provide  consulting  services  and a draft  consulting
agreement was prepared. Corblet terminated these discussions on April 28, 2003.

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, 2003 COMPARED TO NINE MONTHS ENDED JUNE 30, 2002

Our  Company  reported a net loss for the nine  months  ended  June 30,  2003 of
$151,269 and a net loss for the nine months ended June 30, 2002 of $24,352. This
translates to per-share  loss of $(0.00) for the nine months ended June 30, 2003
and a per share loss of $ (0.00) for the nine months ended June 30, 2002.

Our Company had no  revenues  for the nine months  ended June 30, 2003 and 2002,
respectively.

Overall,  operating  expenses  decreased  to $ 147,793 for the nine months ended
June 30, 2003 as compared to $360,968  for the nine months  ended June 30, 2002.
The decrease was due to decreased consulting fees resulting from the issuance of
common  stock  warrants and the accrual of  consulting  fees,  which  aggregated
$2,667  and  $146,963  for the  nine  months  ended  June  30,  2003  and  2002,
respectively.



                                      -10-
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
                (Continued)

NINE MONTHS ENDED JUNE 30, 2003 COMPARED TO NINE MONTHS ENDED JUNE 30, 2002
(Continued)

Professional  fees were  $20,239  for the nine  months  ended  June 30,  2003 as
compared to $22,891 for the nine months  ended June 30, 2002 and were  primarily
attributable  to  fees  associated  with  the  Company's  SEC  filings  and  the
settlement of certain lawsuits and claims.

Compensation  expense  decreased  to $105,794 for the nine months ended June 30,
2003 as compared  $170,368 for the nine months ended June 30, 2002. The decrease
was  due to a  decrease  in  director  and  officer  activities  related  to the
restructuring of the Company and the issuance of common stock for services.

For the nine months ended June 30,  2003,  general and  administrative  expenses
were $19,093 as compared to $20,746 for the nine months ended June 30, 2002.

For the nine months ended June 30, 2003, our Company recorded  settlement income
of $6,431 attributable to the settlement of certain lawsuits and claims.  During
the nine months ended June 30, 2002, we recorded  settlement  income of $338,287
consisting of $33,665  settlement  expense in connection  with the cash payments
and the issuance of common shares offset by settlement income of $371,952.

For the nine months ended June 30, 2003,  interest  expense was $ 9,907 compared
to $31,671 for the nine months ended June 30, 2002 attributable to the Company's
borrowings. The reduction in 2003 is a result of reduced debt.

No additional meaningful  comparisons can be made for the nine months ended June
30, 2003 as compared to the nine months ended June 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30,  2003,  our Company had no cash on hand to meet our  obligations.
Our Company has financed our  operating  activities  through  loans and advances
from the two members of Yankees, LLC.

At June 30, 2003, our Company had a stockholders'  deficit of  $18,463,623.  Our
Company's  future  operations  and growth are  dependent on our ability to raise
capital for expansion and to implement our strategic plan.

On May 1, 2002,  our Company  entered into a settlement  agreement with Deutsche
Financial Services Corporation  ("Deutsche").  Deutsche's claim was for $331,000
plus interest at the per annum rate of prime plus 6.5% since August 1, 1998, and
was based on a guaranty by our Company of a promissory  note  executed by one of
our divested  subsidiaries.  In exchange for the parties' general release of all
claims and  obligations  up to the date of the agreement,  Deutsche  received an
initial  payment  of  $20,000,  and was to receive an  additional  $2,500  (plus
interest at the per annum rate of U.S. prime) per month for 32 months  beginning
June 15, 2002 and ending  January 15, 2005 (an  aggregate  additional  amount of
$80,000 plus interest).  Deutsche also received  2,500,000  shares of restricted
common stock.

                                      -11-
<PAGE>

NINE MONTHS ENDED JUNE 30, 2003 COMPARED TO NINE MONTHS ENDED JUNE 30, 2002
(Continued)

As of June 30, 2003, loan payable to Deutsche amounted to $68,750.  As of August
10, 2003, the Company was in arrears on its agreement  with  Deutsche.  Deutsche
has agreed to forbear on any collection action at this time. Due to the default,
all amounts due to Deutche Bank have been  classified and reflected as a current
liability  at June 30,  2003.  As of June 30,  2003,  accrued  interest  payable
related to this  amounted  to $3,241 and is  included  in  accounts  payable and
accrued  expense on the  accompanying  balance sheet.  As a material  subsequent
event,  Deutsche  has agreed to convert  our debt into  shares of our  Company's
common stock on terms to be negotiated.

Net cash used in  operations  was  ($84,011)  for the nine months ended June 30,
2003 as compared to ($129,947)  for the nine months ended June 30, 2002. For the
nine months ended June 30, 2003, cash used in operations was attributable to our
net loss of ($151,269) and a decrease in accounts  payable and accrued  expenses
of ($9,027)  offset by non-cash  consulting  and  compensation  expense from the
issuance of common stock $76,285.  For the nine months ended June 30, 2002, cash
used in operations of $(129,947) was  attributable  to our net loss of ($24,352)
and offset by an  increase in accounts  payable and accrued  expenses,  non-cash
consulting and compensation expense from the issuance of common stock, and stock
based  settlement  expense  (income)  of  $114,274,  $113,324,  and  $(333,193),
respectively.

Net cash  provided by  financing  activities  for the nine months ended June 30,
2003 was $83,894 as compared to net cash  provided by  financing  activities  of
$129,925 for the nine months ended June 30, 2002.  The  difference was primarily
attributable  to the decrease in funding from a related party and to payments on
a settlement loan payable to Deutche Bank.

We currently have no material commitments for capital  expenditures.  Other than
advances  received in the past from the Trusts,  we have no external  sources of
liquidity.  Additionally,  as a material subsequent event, the CFST indicated on
July 23, 2003, that it would no longer provide  funding to our Company.  Because
the funding arrangement was always 50/50, the TFST indicated that it, too, would
no longer provide funding after helping our Company meet its payroll obligations
on July 25, 2003. Adam Wasserman,  the CFO, and Kevin Dornan,  general  counsel,
have  agreed to accrue  any funds due them  until  such time as we can afford to
pay. Accordingly,  we are seeking alternative funding sources. No assurances can
be provided, however, that such alternative funding sources will be located. Due
to the  anticipated  lack of  funding,  we may not be  able  to  compensate  our
professionals  to allow us to continue our compliance  under the Exchange Act of
1934,  which may cause us to lose our quotation on the Over the Counter Bulletin
Board  (OTCBB).  We may  not  have  sufficient  cash  flow  from  operations  to
sufficiently  meet all of our cash  requirements  for the  next 12  months.  Our
Company's  future  operations  and growth are  dependent on our ability to raise
capital for expansion,  and to seek additional  revenue sources.  If our Company
decides   to  pursue   any   acquisition   opportunities   or  other   expansion
opportunities, we may need to raise additional capital, although there can be no
assurance such capital-raising activities would be successful.

                                      -12-
<PAGE>


CRITICAL ACCOUNTING POLICIES

A summary  of  significant  accounting  policies  is  included  in Note 1 to the
audited  financial  statements  included in our Annual Report on Form 10-KSB for
the year ended September 30, 2002 as filed with the Commission.  We believe that
the  application of these  policies on a consistent  basis enables us to provide
useful and  reliable  financial  information  about our  operating  results  and
financial condition.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results may differ from those estimates.

RECENT ACCOUNTING PRONOUNCEMENTS

The  Financial  Accounting  Standards  Board has  recently  issued  several  new
accounting pronouncements:

Statement No. 146,  "Accounting  for Exit or Disposal  Activities"  ("SFAS 146")
addresses  the  recognition,   measurement,  and  reporting  of  cost  that  are
associated with exit and disposal  activities  that are currently  accounted for
pursuant to the guidelines set forth in EITF 94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to exit an  Activity
(including  Certain  Cost  Incurred  in  a  Restructuring),"   cost  related  to
terminating  a  contract  that  is not a  capital  lease  and  one-time  benefit
arrangements received by employees who are involuntarily terminated - nullifying
the guidance under EITF 94-3.  Under SFAS 146, the cost  associated with an exit
or disposal activity is recognized in the periods in which it is incurred rather
than at the date the  Company  committed  to the exit plan.  This  statement  is
effective for exit or disposal activities initiated after December 31, 2002 with
earlier application encouraged. The adoption of SFAS 146 did not have a material
impact on the Company's financial position, results of operations or liquidity.

In December 2002, the FASB issued  Statement of Financial  Accounting  Standards
No. 148,  Accounting for  Stock-Based  Compensation - Transition and Disclosure.
Statement 148 provides alternative methods of transition to Statement 123's fair
value method of accounting for stock-based employee compensation. It also amends
the  disclosure  provisions  of  Statement  123 and APB Opinion No. 28,  Interim
Financial  Reporting,  to  require  disclosure  in the  summary  of  significant
accounting  policies of the effects of an entity's  accounting  with  respect to
stock-based employee  compensation on reported net income and earnings per share
in annual and interim  financial  statements.  Statement  148's amendment of the
transition and annual  disclosure  requirements of Statement's 123 are effective
for fiscal years ending after December 15, 2002.  Statement  148's  amendment of
the  disclosure  requirements  of Opinion 28 is  effective  for interim  periods
beginning after December 15, 2002. The adoption of the disclosure  provisions of
Statement  148 as of  December  31,  2002 did not have a material  impact on the
Company's financial condition or results of operations.



                                      -13-

<PAGE>


In  November  2002,  the FASB issued FASB  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others"  (FIN 45).  FIN 45  requires  that upon
issuance of a guarantee,  a guarantor  must  recognize a liability  for the fair
value  of an  obligation  assumed  under  a  guarantee.  FIN  45  also  requires
additional  disclosures  by a  guarantor  in its  interim  and annual  financial
statements  about  the  obligations   associated  with  guarantees  issued.  The
recognition  provisions  of FIN 45 are effective  for any  guarantees  issued or
modified after December 31, 2002. The disclosure  requirements are effective for
financial  statements  of interim or annual  periods  ending after  December 15,
2002. . The adoption of this  pronouncement  does not have a material  effect on
the earnings or financial position of the Company.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation of Variable Interest Entities." FIN 46 requires that if an entity
has a controlling  financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable  interest entity should be
included in the consolidated financial statements of the entity. FIN 46 requires
that its provisions are effective  immediately for all arrangements entered into
after January 31, 2003. The Company does not have any variable interest entities
created after  January 31, 2003.  For those  arrangements  entered into prior to
January  31,  2003,  the FIN 46  provisions  are  required  to be adopted at the
beginning of the first interim or annual period  beginning  after June 15, 2003.
The Company has not identified any variable  interest  entities to date and will
continue to evaluate whether it has variable  interest entities that will have a
significant impact on its consolidated balance sheet and results of operations.

In January 2003, the EITF finalized a consensus on Issue No. 02-16,  "Accounting
by a Customer  (Including a Reseller)  for Cash  Consideration  Received  from a
Vendor." The Task Force concluded that cash  consideration in excess of specific
identifiable costs, including sales incentives,  allowances, discounts, coupons,
rebates and price  reductions,  when  meeting  certain  criteria,  constitute  a
reduction in vendor price,  and should  therefore be reflected as a reduction in
cost of sales when the related merchandise is sold. The EITF concluded that this
literature  should be applied to new  arrangements,  including  modifications of
existing  arrangements,  entered into after  December 31, 2002.  We adopted EITF
02-16 as of January 1, 2003. The adoption of EITF 02-16 had an immaterial impact
on our consolidated financial position and results of operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with Characteristics of Both Liabilities and Equity." This statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. This
statement is effective for financial  instruments entered into or modified after
May 31, 2003, and otherwise is effective for the first interim period  beginning
after June 15, 2003, with certain  exceptions.  We plan to adopt SFAS No. 150 in
the second quarter of Fiscal 2004. We do not expect the adoption of SFAS No. 150
to have a significant  impact on our consolidated  financial position or results
of operations.

In January 2003, the EITF finalized a consensus on Issue No. 02-16,  "Accounting
by a Customer  (Including a Reseller)  for Cash  Consideration  Received  from a
Vendor." The Task Force concluded that cash  consideration in excess of specific
identifiable costs, including sales incentives,  allowances, discounts, coupons,
rebates and price  reductions,  when  meeting  certain  criteria,  constitute  a
reduction in vendor price,  and should  therefore be reflected as a reduction in
cost of sales when the related merchandise is sold. The EITF concluded that this
literature should be applied to new arrangements,


                                      -14-

<PAGE>


including  modifications of existing  arrangements,  entered into after December
31,  2002.  We adopted  EITF 02-16 as of January 1, 2003.  The  adoption of EITF
02-16  had an  immaterial  impact on our  consolidated  financial  position  and
results of operations.


GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that our
Company  will  continue  as a  going  concern.  Except  for  limited  consulting
activities,  the Company has no other active business operations,  has recurring
losses,  had cash used in  operations  of $84,011 for the nine months ended June
30, 2003, had a working capital deficiency of $77,290 and an accumulated deficit
of  $18,463,623 at June 30, 2003.  Additionally,  the Company is in default of a
settlement  agreement for non-payment.  Additionally,  as a material  subsequent
event,  the CFST  indicated  on July 23, 2003,  that it would no longer  provide
funding to our Company.  Because the funding  arrangement was always 50/50,  the
TFST indicated  that it, too, would no longer provide  funding after helping our
Company meet its payroll obligations on July 25, 2003. Adam Wasserman,  the CFO,
and Kevin  Dornan,  general  counsel,  have  agreed to accrue any funds due them
until such time as we can afford to pay. Accordingly, we are seeking alternative
funding sources. No assurances can be provided,  however,  that such alternative
funding sources will be located.  Due to the anticipated lack of funding, we may
not be  able to  compensate  our  professionals  to  allow  us to  continue  our
compliance  under  the  Exchange  Act of 1934,  which  may  cause us to lose our
quotation on the Over the Counter Bulletin Board (OTCBB). These conditions raise
substantial doubt about our Company's ability to continue as a going concern.

Our Company is taking steps to address this situation.  Our Company maintains an
agreement as a telephone service reseller with BellSouth, our application for an
ALEC license in Florida  received  final  approval in May 2002,  and  management
looks to expand on such  operations if funding  becomes  available,  or locate a
merger/acquisition  candidate. In the meantime, management will continue to seek
sources of funding until other income is derived from an acquisition, consulting
activities,  or our  telecommunications  resale license and agreements.  Through
June 30,  2003,  the Company  received  proceeds of $67,400  from sale of common
stock and preferred stock to certain  officers,  directors and affiliates of the
Company.  Additionally,  as a material subsequent event,  subsequent to June 30,
2003, the Company's majority shareholders and funding source have decided not to
fund the  Company's  operations in the future.  No  assurances  can be provided,
however, that such alternative funding sources will be located.


                                      -15-

<PAGE>


ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management,  under the supervision and with the  participation  of our chief
executive officer and principal financial and accounting  officer,  conducted an
evaluation  of our  "disclosure  controls  and  procedures"  (as  defined in the
Securities  Exchange Act of 1934 (the "Exchange Act") Rules 13a-14(c)) within 90
days of the filing date of this Quarterly Report on Form 10-QSB (the "Evaluation
Date").  Based on their  evaluation,  our chief executive  officer and principal
financial and accounting  officer have concluded that as of the Evaluation Date,
our disclosure controls and procedures are effective to ensure that all material
information  required  to be filed in this  Quarterly  Report on Form 10-QSB has
been made known to them in a timely fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions with regard
to significant  deficiencies or material weaknesses) in our internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the Evaluation Date set forth above.

                           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, 2002.

Item 2.  Changes in Securities

During the three months ended June 30, 2003,  the Company  issued 676,010 shares
of common stock to directors and employees for services rendered.  In connection
with these shares, the Company recorded compensation expense of $21,606 based on
the average monthly closing price of the Company's common stock in the month the
services were performed.

In order to fund short term capital requirements,  during the three months ended
June 30, 2003, the Company  raised funds through a private  placement of 745,000
shares of its common  stock to  directors  of the  Company,  their  families and
friends and affiliated  entities,  at $0.01 per share,  which provided $7,450 in
working capital for the three months ended June 30, 2003. The private  placement
was effected  without  registration  under the Securities Act in reliance on the
exemption  provided by Section 4(2) thereof.  Additionally,  the Company  raised
funds through a private  placement of 8,450 shares of its convertible  preferred
stock to CFST,  at $1.00 per share,  which  provided $ 8,450 in working  capital
during the three months ended June 30, 2003.

In April 2003,  1,195,681  shares of the Company's common stock were returned by
an employee due to an over issuance for services rendered. The Company accounted
for this as a capital contribution against additional paid-in capital at the par
value ($.01) of the Company's common stock or $11,957.

On April 17, 2003, 200,000 warrants were exercised and the Company issued 90,666
shares of the Company's common stock under a cashless exercise of warrants.

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, 2002.

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

None

Item 5.  Other Information

The following are material subsequent events:

On May 4, 2003,  Charles  Champion  resigned as a director of our  Company.  The
resignation  did not  involve a  disagreement  with our  Company  on any  matter
relating to our Company's operations, policies or practices.

On May 6, 2003,  our  Company's  board of directors  appointed  director  Robert
Gigliotti, CPA, to fill the remainder of Charles Champion's term as Chair of the
Audit Committee and appointed  director  Lawrence Van Etten to serve as a member
of this  committee,  until the next  election of  officers  and  appointment  of
committee members.

On May 6, 2003, our Company's  board of directors set May 15, 2003 as the record
date for the annual meeting of  shareholders.  That record date was subsequently
amended,  and will need to be amended again since there is currently no date set
for the annual meeting.



                                      -17-

<PAGE>

On May 7, 2003, as authorized  by a shareholder  resolution  dated May 10, 2002,
our Company's board of directors  abandoned the resolution  permitting a reverse
split of our Company's  common stock.  The board will make a new  recommendation
for a reverse split of our Company's  common stock at the next annual meeting of
shareholders.

As a  material  subsequent  event,  on August 8,  2003,  G.  Richard  Chamberlin
resigned  as a  director  of our  Company.  The  resignation  did not  involve a
disagreement   with  our  Company  on  any  matter  relating  to  our  Company's
operations, policies or practices.

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

(a)      Exhibits and Index of Exhibits
     31.1     Certification pursuant to rule 13a-14(a) of the exchange act - CEO
     31.2     Certification pursuant to rule 13a-14(a) of the exchange act - CFO
     32.1     Sarbanes-Oxley CEO Certification
     32.2     Sarbanes-Oxley CFO Certification

(b) Reports on Form 8-K

   Date                      Financials Included                 Items Reported
   ----                      -------------------                 --------------
  5/08/03                               No                             5, 6, 7


                                   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:  August 15, 2003             By:  /s/ Anthony Q. Joffe
                                    Anthony Q. Joffe, President,
                                    Chief Executive Officer and Director

Dated:  August 15, 2003             By:  /s/ Adam Wasserman
                                    Adam Wasserman
                                    Chief Financial Officer and Controller


                                      -18-
<PAGE>