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: December 31, 2002
                         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-C
                            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   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 February 13, 2003, the issuer had  outstanding  109,304,541  shares of common
stock, $.01 par value per share.



<PAGE>




                                  COLMENA CORP.
                                   FORM 10-QSB
                    QUARTERLY PERIOD ENDED December 31, 2002

                                      INDEX


                                                                           Page

PART I - FINANCIAL INFORMATION

         Item 1 - Financial Statements

         Balance Sheet (Unaudited)
                  As of December 31, 2002..................................  3
         Statements of Operations (Unaudited)
                  For the Three Months Ended December 31, 2002 and 2001....  4
         Statements of Cash Flows (Unaudited)
                  For the Three Months Ended December 31, 2002 and 2001..    5

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

         Item 2 - Management's Discussion and Analysis and Plan of
                     Operation......................................      10-16

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

PART II - OTHER INFORMATION

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

         Item 2 - Changes in Securities and Use of Proceeds................  17

         Item 3 - Default Upon Senior Securities............................ 17

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

         Item 5 - Other Information........................................  18

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

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


                                       -2-
<PAGE>

                                               COLMENA CORP.
                                               BALANCE SHEET
                                             December 31, 2002
                                                (Unaudited)


                                                  ASSETS
<TABLE>
<S>                                                                                                                          <C>
CURRENT ASSETS:
     Cash                                                                                                                 12,399
                                                                                                                          -------
      Total Assets                                                                                                      $ 12,399
                                                                                                                        =========

                                   LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Loan Payable                                                                                                          68,750
    Accounts Payable and Accrued Expenses                                                                                 22,431
    Due to Related Party                                                                                                   1,519
                                                                                                                          -------
        Total Current Liabilities                                                                                         92,700
                                                                                                                          -------

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 ;
        731,578 Shares Issued and Outstanding)                                                                               732
    Common Stock ($.01 Par Value; 650,000,000 Shares Authorized;
       85,550,009 Shares Issued and Outstanding)                                                                         855,500
    Common Stock Issuable, $.01 Par Value (21,913,615 Shares)                                                            219,136
    Additional Paid-in Capital                                                                                        17,202,917
    Accumulated Deficit                                                                                              (18,358,586)
                                                                                                                     ------------

        Total Stockholders' Deficit                                                                                      (80,301)
                                                                                                                         --------

        Total Liabilities and Stockholders' Deficit                                                                     $ 12,399
                                                                                                                        =========

</TABLE>



 The accompanying notes are an integral part of these financial statements

                                     Page 3
<page>

                                      COLMENA CORP.

                                STATEMENTS OF OPERATIONS

                                       (Unaudited)

<TABLE>
<S>                                                                                               <C>                      <C>
                                                                                                    For the Three Months
                                                                                                      Ended December 31,
                                                                                         -------------------------------------------
                                                                                                      2002                   2001
                                                                                         -------------------------------------------

REVENUES                                                                                              $ -                    $ -
                                                                                                      ----                   ----

OPERATING EXPENSES:
    Compensation Expense                                                                              33,058                 56,644
    Consulting                                                                                             -                116,963
    Professional and Legal Fees                                                                          994                 12,750
    Selling, General and Administrative                                                                4,514                  4,676
                                                                                                       ------                 ------

        Total Operating Expenses                                                                      38,566                191,033
                                                                                                      -------               --------

LOSS FROM OPERATIONS                                                                                 (38,566)              (191,033)
                                                                                                     --------              ---------

OTHER INCOME (EXPENSES):
    Settlement Income (Expense), net                                                                       -                (30,915)
    Interest Expense, net                                                                             (7,666)               (14,404)
                                                                                                      -------               --------

TOTAL OTHER INCOME (EXPENSES)                                                                         (7,666)               (45,319)
                                                                                                      -------               --------

NET INCOME (LOSS)                                                                                  $ (46,232)            $ (236,352)
                                                                                                   ==========            ===========

BASIC AND DILUTED:
      Net Loss Per Common Share - Basic and Diluted                                                 $ (0.00)               $ (0.01)
                                                                                                    ========               ========

      Weighted Common Shares Outstanding - Basic and Diluted                                      69,152,869             30,898,215
                                                                                                  ===========            ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                     Page 4
<page>




                                  COLMENA CORP.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<Table>
<S>                                                                                             <C>                        <C>

                                                                                                  For the Three Months
                                                                                                      Ended December 31,
                                                                                         -------------------------------------------
                                                                                                  2002                   2001
                                                                                         -------------------------------------------


CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                                                  $ (46,232)                $ (236,352)
    Adjustments to Reconcile Net Loss to Net Cash Used in Operations

           Stock Based Compensation                                                               23,137                        -
           Stock Options and Warrants Issued to Consultants,
           Employees and Directors                                                                     -                    86,963
           Stock Based Settlement Expense                                                              -                    30,915

           Increase in:
              Accounts Payable and Accrued Expenses                                                6,383                    53,425
                                                                                                  ------                   -------

Net Cash Flows Used in Operating Activities                                                      (16,712)                  (65,049)
                                                                                                 --------                  --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from Loans Payable - Related Party                                                     6,600                   32,429
    Payments on Loan Payable                                                                       (3,750)                       -
    Proceeds from Sale of Common Stock                                                             12,500                        -
    Due to Related Party                                                                           13,644                   32,598
                                                                                                  -------                   -------

Net Cash Flows Provided by Financing Activities                                                    28,994                   65,027
                                                                                                  -------                   -------
Net Increase (Decrease) in Cash                                                                    12,282                      (22)


Cash - End of Period                                                                             $ 12,399                  $     -
                                                                                                 =========                 ========
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                 $      -
                                                                                                 ==========                ========
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                     Page 5
<PAGE>

                                  COLMENA CORP.
                     CONDENSED NOTES TO 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 three months ended December 31,
2002 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.

NOTE 2 - CONVERTIBLE BONDS PAYABLE

On  December  31,  2001 (the  "Exchange  Date"),  the  Company  issued a Class A
Convertible Bond to 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
is  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 were based.


                                       -6-

<PAGE>

                                  COLMENA CORP.
                     CONDENSED NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



NOTE 2 - CONVERTIBLE BONDS PAYABLE (Continued)

On May 31,  2002,  the bond was  assigned  by Yankees  LLC 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 pursuant.  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 FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 4 - LOAN PAYABLE

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 is receiving 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 January 31, 2003, loan payable
to Deutsche  amounted to $68,750 and accrued interest was $1,000. As of December
31,  2002,  the Company was in arrears by 2.5  payments.  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 December 31, 2002.

NOTE 5 - STOCKHOLDERS' DEFICIT

During the three months ended December 31, 2002,  the Company  issued  1,260,116
shares of common stock to directors  and  employees  for services  rendered,  of
which 282,066 shares remained  issuable at December 31, 2002. In connection with
these shares, the Company recorded  compensation expense of $23,137 based on the
average  monthly  closing price of the  Company's  common stock in the month the
services were performed. In January 2003, the Company issued these shares.

In order to fund short term  capital  requirements,  the  Company  raised  funds
through a private placement of 1,250,000 shares of its common stock to directors
of the Company,  their families and friends,  at $0.01 per share, which provided
$12,500 in working capital through December 31, 2002. The private  placement was
effected  without  registration  under the  Securities  Act in  reliance  on the
exemption provided by Section 4(2) thereof.  As of December 31, 2002, the shares
had not been issued and are  included in common  stock  issuable at December 31,
2002.  (See  Note 7).  As a  material  subsequent  event,  the  Company  sold an
additional  1,500,000  shares for  additional  net  proceeds  of $15,000 and all
shares have been issued.

In December 2002, the Company  exchanged 10,000 shares of convertible  preferred
stock into 1,000,000 common shares.

In December 2002, the Company issued 6,289,449 shares of common stock previously
reflected as issuable.


                                      -8-

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



NOTE 5 - STOCKHOLDERS' DEFICIT (Continued)

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 non-voting preferred stock, and on December 23, 2002, converted all of
their  unrelated  loans  made to the  Company  into  shares  of its  common  and
non-voting  preferred  stock, at $0.01 and $1.00 per share,  respectively.  As a
result of the sequence and timing of such conversion,  the Company converted the
Bonds and issued  52,019,978  common  shares and  520,200  shares of  non-voting
preferred stock, and issued 19,381,549 shares of common stock and 193,815 shares
of preferred stock for loans and accrued consulting fees of $387,630 (based on a
contemporaneous  market price of $0.01 per common share and $1.00 per  preferred
share,   respectively),   thereby  eliminating  a  majority  of  its  debts.  In
consideration  for the  agreement to effect their debt  conversion in the manner
requested by the Company,  the Company granted them best price and anti-dilutive
rights,  which would be triggered in the event the Company issued shares at less
than  $0.01 per share  within  the next 24  months.  As of  December  31,  2002,
20,381,549  of the above  common  shares had not been issued and are included in
common stock  issuable at December 31, 2002. In January 2003, the Company issued
these shares.

NOTE 6 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. Except for consulting activities,  the
Company has no other active business operations,  has recurring losses, had cash
used in operations of $16,712 for the three months ended  December 31, 2002, had
a  working  capital  deficiency  of  $80,301  and  an  accumulated   deficit  of
$18,358,586  at December  31, 2002.  As of January 31, 2003,  the Company was in
arrears by 2.5 payments 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 December 31, 2002.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern.

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, or locate a merger/acquisition candidate.

NOTE 7 - SUBSEQUENT EVENTS

In January  2003,  the  Company  raised  additional  funds  through  its private
placements of 2,600,000  shares of its common stock to directors of the Company,
their  families and friends,  at $0.01 per share,  which provided  $26,000.  The
private placement was effected without  registration under the Securities Act in
reliance on the exemption provided by Section 4(2) thereof. (See Note 5)


                                       -9-
<PAGE>

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.

PLAN OF OPERATIONS

Almost all claims and  potential  claims  against our Company and our  Company's
divested  subsidiaries  identified  by Yankees and  amounting  to  approximately
$644,000  have been  amicably  resolved  through the  issuance of  approximately
6,475,000  shares of common stock through December 2002.  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. As of December 31, 2002,
we have  identified  the  following  claims on which we have  pending  offers of
settlement:

                                    Basis for        Amount   Compromise
Claimant                            Claim            of Claim Offered
Diners Club                           (1)               $  14,206.        (1)
Federal Express                       (2)               $   7,299.        (2)
---------

(1) On March 14, 2001, the circuit court for Palm Beach County,  Florida entered
a final judgement in favor of Citicorp Diners Club in the amount of $14,206 plus
interest (accrued interest to date totals $4,060) for expenses incurred by Madhu
Sethi, a former officer of one of our Company's former subsidiaries. In February
2003,  we settled  this  claim and paid  $10,000 on  February  13,  2003 in full
satisfaction of this claim.

(2) Overnight shipping costs incurred in 1998. In February 2003, we settled this
claim and paid $5,000 on February 13, 2003 in full satisfaction of this claim.

Except for  consulting  activities,  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.


                                      -10-

<PAGE>

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

Consulting Activities

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 was 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 expected, 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 has and is
discussing such possibility with several candidates.

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.

THREE MONTHS ENDED DECEMBER 31, 2002 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2001

Our Company  reported a net loss for the three months ended December 31, 2002 of
$46,232 and a net loss for the three months ended December 31, 2001 of $236,352.
This translates to per-share loss of $(0.00) for the three months ended December
31, 2002 and a per share loss of $(0.01) for the three months ended December 31,
2001.

                                      -11-

<PAGE>

THREE MONTHS ENDED DECEMBER 31, 2002 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2001 (Continued)

Our Company had no revenues  for the three  months  ended  December 31, 2002 and
2001, respectively.

Overall,  operating  expenses  decreased  to $38,566 for the three  months ended
December 31, 2002 as compared to $191,033  for the three  months ended  December
31, 2001. The decrease was due to decreased  consulting  fees resulting from the
issuance of common stock warrants and the accrual of consulting fees to Yankees,
which  aggregated $-0- and $116,963 for the three months ended December 31, 2002
and 2001, respectively. Effective December 31, 2001, we cancelled our consulting
agreement with Yankees.

Professional  fees were $994 for the three  months  ended  December  31, 2002 as
compared  to $12,750  for the three  months  ended  December  31,  2001 and were
primarily  attributable  fees  associated with the Company's SEC filings and the
settlement of certain lawsuits and claims.

Compensation  expense  decreased to $33,058 for the three months ended  December
31, 2002 as compared  $56,644 for the three months ended  December 31, 2001. 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  three  months  ended   December   31,  2002,   selling,   general  and
administrative  expenses  were $4,514 as compared to $4,676 for the three months
ended December 31, 2001.

For the three months ended December 31, 2001, we recorded  settlement expense of
$30,915 attributable to the settlement of certain lawsuits and claims. There was
no settlement income or expense in the three months ended December 31, 2002.

For the three  months  ended  December  31,  2002,  interest  expense was $7,666
compared to $14,404 for the three months ended December 31, 2001 attributable to
the Company's borrowings. The reduction in 2002 is a result of reduced debt.

No  additional  meaningful  comparisons  can be made for the three  months ended
December 31, 2002 as compared to the three months ended December 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

As of December  31,  2002,  our  Company  had  limited  cash on hand to meet our
obligations. Our Company has financed our operating activities through loans and
advances  from Yankees,  LLC. In order to fund short term capital  requirements,
through  February  14,  2003,  our  Company  concluded a private  placements  of
3,850,000 shares of its common stock to directors of our company, their families
and friends, at $0.01 per share, which provided $38,500 in working capital

At December 31, 2002, our Company had a  stockholders'  deficit of $80,301.  Our
Company's  future  operations and growth are dependent on our ability,  with the
assistance  of the Trusts,  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,

                                      -12-

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES (Continued)

and is receiving 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.

As of December 31, 2002,  loan  payable to Deutsche  amounted to $68,750.  As of
January 31, 2003,  the Company was in arrears by 2.5  payments 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 amount due to Deutche Bank have been classified and reflected as a
current liability at December 31, 2002.

Net cash used in operations  was  $(16,712) for the three months ended  December
31, 2002 as compared to $(65,049) for the three months ended  December 31, 2001.
For the three  months  ended  December 31,  2002,  cash used in  operations  was
attributable  to our net loss  offset by an  increase  in  accounts  payable and
accrued  expenses  and non-cash  consulting  expense from the issuance of common
stock $6,383 and $23,127,  respectively.  . For the three months ended  December
31, 2001, cash used in operations was  attributable to our net loss offset by an
increase in accounts payable and accrued expenses,  non-cash  consulting expense
from the  issuance  of common  stock,  and stock  based  settlement  expense  of
$53,425, $86,963, and $30,915, respectively.

Net cash provided by financing  activities  for the three months ended  December
31, 2002 was $28,994 as compared to net cash provided by financing activities of
$65,027 for the three  months  ended  December  31,  2001.  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  from the Trusts,  we have no external  sources of liquidity.
Accordingly,   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.

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 United States Securities and
Exchange  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.


                                      -13-

<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

We  account  for stock  transactions  in  accordance  with APB  Opinion  No. 25,
"Accounting  for Stock Issued to  Employees."  In accordance  with  Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation," we adopted the pro forma disclosure requirements of SFAS 123.

Statement No. 142 "Goodwill and Other  Intangible  Assets" ("SFAS 142") provides
new guidance  concerning  the accounting  for the  acquisition  of  intangibles,
except those acquired in a business  combination,  which is subject to SFAS 141,
and the  manner  in which  intangibles  and  goodwill  should be  accounted  for
subsequent  to their  initial  recognition.  Generally,  intangible  assets with
indefinite  lives, and goodwill,  are no longer  amortized;  they are carried at
lower of cost or market and subject to annual impairment evaluation,  or interim
impairment  evaluation if an interim  triggering event occurs,  using a new fair
market value  method.  Intangible  assets with finite lives are  amortized  over
those lives,  with no stipulated  maximum,  and an impairment  test is performed
only when a triggering event occurs.  This statement is effective for all fiscal
years  beginning  after  December 15, 2001.  The  implementation  of SFAS 142 on
October  1,  2002 did not have a  material  effect  on our  financial  position,
results of operations or liquidity.

Statement No. 143,  "Accounting for Asset Retirement  Obligations," ("SFAS 143")
requires  entities  to  record  the  fair  value  of a  liability  for an  asset
retirement obligation in the period in which it is incurred.  When the liability
is initially recorded,  the entity capitalizes a cost by increasing the carrying
amount of the related  long-lived asset. Over time, the liability is accreted to
its present value each period,  and the capitalized cost is depreciated over the
useful life of the related asset.  Upon  settlement of the liability,  an entity
either settles the  obligation for its recorded  amount or incurs a gain or loss
upon settlement. The standard is effective for fiscal years beginning after June
15,  2002.  The  adoption of SFAS 143 on October 1, 2002 did not have a material
effect on our results of operations or liquidity.

Statement  No. 144  "Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets" ("SFAS 144") supercedes Statement No. 121 "Accounting for the Impairment
of Long-Lived  Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121").
Though it retains the basic  requirements  of SFAS 121 regarding when and how to
measure  an  impairment  loss,  SFAS  144  provides  additional   implementation
guidance.  SFAS 144 excludes  goodwill and intangibles not being amortized among
other exclusions.  SFAS 144 also supercedes the provisions of APB 30, "Reporting
the Results of  Operations,"  pertaining to  discontinued  operations.  Separate
reporting of a discontinued  operation is still  required,  but SFAS 144 expands
the  presentation  to include a component of an entity,  rather than  strictly a
business  segment as  defined  in SFAS 131,  Disclosures  about  Segments  of an
Enterprise  and  Related  Information.  SFAS 144  also  eliminates  the  current
exemption  to  consolidation  when  control  over a  subsidiary  is likely to be
temporary.  This  statement is effective  for all fiscal years  beginning  after
December 15,  2001.  The  implementation  of SFAS 144 on October 1, 2002 did not
have a material  effect on our  financial  position,  results of  operations  or
liquidity.

                                      -14-

<PAGE>

Statement No. 145,  "Rescission of FASB Statements No. 4, 44, and 64,  Amendment
of FASB  Statement  No. 13, and  Technical  Corrections"  ("SFAS 145")  updates,
clarifies, and simplifies existing accounting pronouncements.  Statement No. 145
rescinds Statement 4, which required all gains and losses from extinguishment of
debt to be aggregated and, if material, classified as an extraordinary item, net
of related income tax effect.  As a result,  the criteria in Opinion 30 will now
be used to classify  those gains and losses.  Statement 64 amended  Statement 4,
and is no longer necessary because Statement 4 has been rescinded.  Statement 44
was issued to establish accounting requirements for the effects of transition to
the provisions of the motor Carrier Act of 1980. Because the transition has been
completed, Statement 44 is no longer necessary.

Statement 145 amends  Statement 13 to require that certain  lease  modifications
that have economic effects similar to  sale-leaseback  transactions be accounted
for in the  same  manner  as  sale-leaseback  transactions.  This  amendment  is
consistent  with  FASB's  goal  requiring  similar   accounting   treatment  for
transactions that have similar economic effects. This statement is effective for
fiscal years  beginning  after May 15, 2002. The adoption of SFAS 145 on October
1, 2002 did not have a material  impact on our  financial  position,  results of
operations or liquidity.

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 is not expected to have
a material impact on our 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.


                                      -15-

<PAGE>

GOING CONCERN

The accompanying  financial  statements have been prepared assuming that the our
Company  will  continue  as a  going  concern.  Except  for  recently  initiated
consulting activities,  the Company has no other active business operations, has
recurring  losses,  had cash used in  operations of $16,712 for the three months
ended  December 31, 2002,  had a working  capital  deficiency  of $80,301 and an
accumulated  deficit of  $18,358,586  at December  31, 2002.  Additionally,  the
Company  is  in  default  of  a  settlement  agreement  for  non-payment.  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,  however.  Our Company
maintains an agreement  as a telephone  service  reseller  with  BellSouth,  our
application  for a ALEC license in Florida  received final approval in May 2002,
and   management   looks   to   expand   on  such   operations,   or   locate  a
merger/acquisition  candidate. In the meantime, management will continue to rely
on loans from the Trusts to fund  operations  until other income is derived from
an acquisition,  consulting activities, or our telecommunications resale license
and  agreements.  Through  February 14, 2003, the Company  received  proceeds of
$38,500  from sale of common  stock to certain  officers  and  directors  of the
Company. No assurances can be provided,  however,  that such alternative sources
will ever generate income or that the Trusts will continue to provide loans.

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.



                                      -16-

<PAGE>

Item 2.  Changes in Securities

     During the three months ended December 31, 2002, we issued 1,260,116 shares
of common stock to directors  and  employees  for  services  rendered,  of which
282,066  shares remain  issuable at December 31, 2002. In connection  with these
shares, we recorded  compensation  expense of $23,137.  The Company issued these
shares in January 2003.

     In order to fund short term capital requirements, we raised funds through a
private  placement of  1,250,000  shares of its common stock to directors of the
Company,  their families and friends, at $0.01 per share, which provided $12,500
in working capital through December 31, 2002. The private placement was effected
without  registration  under the  Securities  Act in reliance  on the  exemption
provided by Section 4(2)  thereof.  As of December 31, 2002,  the shares had not
been issued and are  included in common  stock  issuable at December  31,  2002.
These shares were issued in January 2003.

     In  December  2002,  the Company  exchanged  10,000  shares of  convertible
preferred stock into 1,000,000 common shares

     In December  2002,  the Company  issued  6,289,449  shares of common  stock
previously shown as issuable.

     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 non-voting preferred stock, and on December 23, 2002, converted
all of their  unrelated  loans made to the Company into shares of its common and
non-voting  preferred  stock, at $0.01 and $1.00 per share,  respectively.  As a
result of the sequence and timing of such conversion,  the Company converted the
Bonds and issued  52,019,978  common  shares and  520,200  shares of  non-voting
preferred stock, and issued 19,381,549 shares of common stock and 193,815 shares
of preferred stock for loans and accrued consulting fees of $387,630 (based on a
contemporaneous  market price of $0.01 per common share and $1.00 per  preferred
share,   respectively),   thereby  eliminating  a  majority  of  its  debts.  In
consideration  for the  agreement to effect their debt  conversion in the manner
requested by the Company,  the Company granted them best price and anti-dilutive
rights,  which would be triggered in the event the Company issued shares at less
than  $0.01 per share  within  the next 24  months.  As of  December  31,  2002,
20,381,549  common  shares had not been issued and are  included in common stock
issuable at December 31, 2002. These shares were issued in January 2003.

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

                                      -17-

<PAGE>

Item 5.  Other Information

As discussed in our 10-KSB for the year ended  September  30, 2002 as filed with
the Securities and Exchange  Commission,  our Company was negotiating  with Paul
Bernstein  and  Sandra  P.  Bernstein,  his  wife  (the  "Bernsteins"),  for the
acquisition and development on a turn-key basis, of a publishing, television and
website  business.  While definitive  agreements were not executed,  the Company
took a number of preliminary steps in anticipation of the transaction, including
organization of a new wholly owned subsidiary,  Fitness & Longevity USA, Inc., a
Florida corporation ("F&L"),  entry into agreements with its Class A Bondholders
and major  creditors for  conversion of all such debt to equity (see  disclosure
above); and the preparation of an equity  compensation plan for use by F&L to be
filed with the Commission on Form S-8 in the event the proposed transaction with
the Bernstein's is effected. Currently, we have halted all negotiations with the
Bernsteins and do not anticipate effecting this transaction.

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

         (a)      Exhibits and Index of Exhibits

                  99.6     Sarbanes-Oxley CEO Certification
                  99.7     Sarbanes-Oxley CFO Certification

         (b) Reports on Form 8-K

                  None



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:  February 14, 2003                             By:  /s/ Anthony Q. Joffe
                                                    Anthony Q. Joffe, President,
                                            Chief Executive Officer and Director

Dated:  February 14, 2003                                By:  /s/ Adam Wasserman
                                 Adam Wasserman
                                          Chief Financial Officer and Controller

                                      -18-

<PAGE>

CERTIFICATIONS

I, Anthony Q. Joffe, the Chief Executive Officer of Colmena Corp., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Colmena Corp.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: February 14, 2003

                                      /s/ Anthony Q. Joffe
                                      --------------------------------------
                                      Anthony Q. Joffe, Chief Executive Officer

                                      -19-
<PAGE>

CERTIFICATIONS

I, Adam Wasserman, Chief Financial Officer of Colmena Corp. certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of Colmena Corp.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
     on our most recent evaluation,  to the registrant's  auditors and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

     6. The registrant's other certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: February 14, 2003

                                  /s/ Adam Wasserman
                                  -----------------------------------------
                                  Adam Wasserman, Chief Financial Officer

                                      -20-


<PAGE>