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, 2001
             Commission file number:                          0-27842



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


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




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

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


Indicate by check mark whether  registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes 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 September 30, 2001, the issuer had  outstanding  19,975,212  shares of common
stock, $.001 par value per share.


<PAGE>




                                  COLMENA CORP.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED JUNE 30, 2001

                                      INDEX


Page

PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements

   Balance Sheet (Unaudited)
     As of June 30, 2001.....................................................F1
   Statements of Operations (Unaudited)
     For the Three and Nine Months Ended June 30, 2001 and 2000..............F2
   Statements of Cash Flows (Unaudited)
     For the Nine Months Ended June 30, 2001 and 2000........................F3

   Condensed Notes to Financial Statements................................F4-F7

   Item 2 - Management's Discussion and Analysis and Plan of
     Operations.............................................................3-6


PART II - OTHER INFORMATION

   Item 1 - Legal Proceedings.................................................7

   Item 2 - Changes in Securities.............................................7

   Item 3 - Default Upon Senior Securities....................................7

   Item 4 - Submission of Matters to a Vote of Security Holders...............7

   Item 5 - Other Information.................................................7

   Item 6 - Exhibits and Reports on Form 8-K..................................7

   Signatures.................................................................8





                                     Page 2


<PAGE>



                                  COLMENA CORP.
                                  BALANCE SHEET
                                  June 30, 2001

                                   (Unaudited)



                                     ASSETS

CURRENT ASSETS:
  Cash                                                           $          22
                                                                 --------------
  Total Current Assets                                                      22
                                                                 --------------
  Total Assets                                                   $          22
                                                                 ==============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts Payable and Accrued Expenses                          $     284,025
  Guaranteed Loan                                                      331,000
  Due to Related Party                                                 106,759
                                                                 --------------
    Total Current Liabilities                                          721,784
                                                                 --------------
  Common Stock ($.01 Par Value; 20,000,000 Shares Authorized;
   17,716,703 Shares Issued and Outstanding)                           177,167
  Common Stock Issuable, $.01 Par Value (8,870,552 Shares)              88,705
  Additional Paid-in Capital                                        17,158,634
  Accumulated Deficit                                              (18,146,268)
                                                                 --------------
    Total Stockholders' Deficit                                       (721,762)
                                                                 --------------
    Total Liabilities and Stockholders' Deficit                  $          22
                                                                 ==============




   The accompanying notes are an integral part of these financial statements

                                       F1
<Page>




                                  COLMENA CORP.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


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

                                             For the Three Months                     For the Nine Months
                                                Ended June 30,                           Ended June 30,
                                       -------------------------------------------------------------------
                                            2001               2000                2001          2000
                                       -------------      -------------      -------------  --------------

REVENUES                               $          -       $          -       $          -     $         -

OPERATING EXPENSES:
  Compensation Expense                       25,878              1,833             25,878           7,323
  Consulting                                459,333            102,252            548,133         420,125
  Professional and Legal Fees                 8,274                846             18,959             846
  Selling, General and Administrative           366             28,629              3,237          59,046
                                       ------------       ------------       ------------     -----------
    Total Operating Expenses                493,851            133,560            596,207         487,340
                                       ------------       ------------       ------------     -----------
LOSS FROM OPERATIONS                       (493,851)          (133,560)          (596,207)       (487,340)
                                       ------------       ------------       ------------     -----------

OTHER (EXPENSES):
  Interest Expense, net                     (12,000)           (16,500)           (45,000)        (49,500)
                                       ------------       ------------       ------------     -----------
TOTAL OTHER EXPENSES                        (12,000)           (16,500)           (45,000)        (49,500)
                                       ------------       ------------       ------------     -----------
NET LOSS                               $   (505,851)      $   (150,060)      $   (641,207)     $ (536,840)
                                       =============      =============      =============     ===========

BASIC AND DILUTED:
  Net Loss Per Common Share:           $      (0.03)      $     (0.01)            $ (0.04)     $    (0.04)
                                       =============      ============       =============     ===========
  Weighted Common Shares Outstanding     16,487,074        15,080,873          16,063,864      14,400,453
                                       =============      ============       =============     ===========
</Table>



   The accompanying notes are an integral part of these financial statements


                                       F2
<Page>



                                  COLMENA CORP.
                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)
<Table>
<S>                                                               <C>                  <C>

                                                           For the Nine Months Ended June 30,
                                                         -------------------------------------------
                                                                2001                   2000
                                                         --------------------   --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                  $   (641,207)       $     (536,840)
  Adjustments to Reconcile Net Loss To Net
   Cash Used in Operations

    Stock Based Compensation                                      15,000                 7,323
    Stock Options Issued to Consultants                          473,133               420,125
    Stock Based Settlement Expense                                15,000                55,679

    Increase in:
      Accounts Payable and Accrued Expenses                       55,879                49,500
                                                             ------------       ---------------
Net Cash Flows Used in Operating Activities                      (82,195)               (4,213)
                                                             ------------       ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Due to Shareholder                                              80,139                 2,500
                                                             ------------       ---------------
Net Cash Flows Provided by Financing Activities                   80,139                 2,500
                                                             ------------       ---------------
Net Decrease in Cash                                              (2,056)               (1,713)

Cash - Beginning of Period                                         2,078                 2,026
                                                             ------------       ---------------
Cash - End of Period                                        $         22        $          313
                                                             ============       ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:
  Interest                                                  $          -        $            -
                                                             ============       ===============
  Income Taxes                                              $          -        $            -
                                                             ============       ===============
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Equipment Repossessed in Exchange for Note Payable        $          -        $      275,000
                                                             ============       ===============


</Table>

    The accompanying notes are an integral part of these financial statements



                                       F3
<Page>


                                  COLMENA CORP.
                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION

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

These  financial  statements  should be read in  conjunction  with the financial
statements for the year ended September 30, 2000 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,  2001  are not
necessarily  indicative of the results for the full fiscal year ending September
30, 2001.


NOTE 2 - CONSULTING AGREEMENT

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

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



                                     F4
<Page>



                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 2 - CONSULTING AGREEMENT

Consulting Agreement between Our Company and Yankees

As  consideration  for the  first  200 hours of  services  provided  (in lieu of
document license fees and required cash payments valued at $20,000), the Company
agreed  to issue to  Yankees  options  (designated  as the Class A  Options)  to
purchase shares of the Company's common stock at an aggregate  exercise price of
$40,000.  The  amount  of  underlying  shares  were  to be  equal  to 51% of the
Company's common stock at such time as exercise is completed. At the date of the
consulting agreement, 8,066,326 shares of common stock would have been issuable,
had the Class A Options  been  exercised  in full on such date.  Any increase or
decrease in the  outstanding or reserved  shares would result in a corresponding
adjustment of the options'  quantity and exercise  price per share.  The options
were originally  exercisable from the 10th day until the 365th day following the
effective  date  of a  registration  statement  to  have  been  filed  with  the
Commission ,  registering  the  shares  to be  issued.  The term of  the Class A
Options  was  amended on January 2, 2000 to extend the term for  exercise to the
later of  December  31,  2002 or the 100th day  following  the date the  Company
becomes current in its Commission filings under the 1934 Exchange Act.

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

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

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

          (ii)      if  equity  funding  is  provided  through  Yankees  or  its
                    affiliates, a discount of 10% from the lowest price at which
                    such securities are offered to any other person, if issuable
                    as free  trading  securities,  or a discount of 50% from the
                    lowest  price at which such  securities  are  offered to any
                    other person, if issuable as restricted securities, or

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

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

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

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



                                       F5
<Page>



                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 2 - CONSULTING AGREEMENT

Consulting Agreement between Our Company and Yankees

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

On January 4, 2001, a third amendment  changed the consulting fee to $10,000 per
month, eliminating hourly and document licensing fees.  Accordingly, the Company
recorded  consulting fees of $30,000 for the three months ended June 30, 2001 in
connection with this agreement.

During the three months ended June 30, 2001,  6,133,332 additional shares became
subject to the Class A Option rights, resulting in an expense of $429,333.

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

In connection with the consulting  agreement  between the Company and Yankees as
discussed in Note 2 above, an additional 6,433,332 shares of common stock became
subject to the Yankees' warrants during the nine months ended June 30, 2001 as a
result  of  their  anti-dilutive  provisions.  The  fair  value  of  the  option
adjustment  was  estimated  on  the  date  of  grant  using  the   Black-Scholes
option-pricing  model  with the  following  assumptions:  dividend  yield of 0%;
expected  volatility of 196%;  risk-free  interest rate of 5.0%, and an expected
life of 1 year.  Accordingly,  consulting  expense of  $473,333  was  recognized
during the nine months ended June 30, 2001 for the 6,433,332  shares  underlying
the Class A Option.

As of May 2001,  the Company is  obligated  to issue  200,000  common  shares to
Anthony Q. Joffe, a former  president and current  chairman of the board,  under
his  employment  agreement,  which has  terminated.  The Company  recognized  an
immediate  compensation  expense of $15,000  based on the  trading  price of the
common stock on the grant date in May 2001.

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

NOTE 4-GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  Other than the  recently  initiated
consulting  activities,  the  Company  has no  other  business  operations,  has
recurring  losses,  and had a working  capital  deficiency  of  $721,762  and an
accumulated  deficit of $18,146,268  at June 30, 2001.  These  conditions  raise
substantial doubt about the Company's ability to continue as a going concern.



                                       F6
<Page>



                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 5 - COMMITTMENTS

Employment Agreements

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

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

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

The Company anticipates borrowing funds for required payments from Yankees.

NOTE 6 - SUBSEQUENT EVENTS

(A) Common Stock Issuances

In July 2001,  2,000,000 of the 8,670,552 common shares issuable to Yankees were
issued.

During the period of June through  September  2001 the company  granted  649,089
common shares as  compensation  to three officers  pursuant to their  employment
agreements. Of this amount 258,501 were issued and 390,588 are issuable.

NOTE 6 - SUBSEQUENT EVENTS (Continued)

(B) Warrants and Options

The  Company  granted  options to  purchase  400,000  shares of common  stock to
directors and officers in January 2001, at an exercise price of $0.05 per share,
for services.  These warrants expire on December 31, 2002.  Compensation expense
will be recognized immediately based on the intrinsic value method under APB 25.

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



                                       F7
<Page>




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

Overview

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

During  January of 1999,  our Company's  board of directors  signed a consulting
agreement with Yankees,  calling for Yankees to provide our Company with working
capital and assistance in development and implementation of new strategic plans.
Yankees has been  concentrating  on meeting  our  Company's  obligation  to file
periodic reports under the Exchange Act,  including  completing the audit of our
financial statements for the fiscal year ended September 30, 2001. Additionally,
Yankees  assisted our Company in  identifying  persons with claims and potential
claims against our Company and in negotiating with them to amicably resolve such
claims.

Our Company has completed the audit of its financial  statements  for the fiscal
year ended  September  30, 2000 and is currently  working on the  completion  of
annual financial  statements on Commission Form 10-KSB for the fiscal year ended
September  30,  2001.  Our  Company  expects  to have all  delinquent  financial
statements and reports current and filed with the Commission prior to October 5,
2001.




                                     Page 3
<Page>

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

Plan of Operations

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

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

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

Consulting Activities

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

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



                                     Page 4
<Page>




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

Plan of Operations (Continued)

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

Our Company does not yet have any consulting clients,  although it is discussing
such possibility with 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.

Nine months ended June 30, 2001 compared to nine months ended June 30, 2000

Our Company  reported net losses from  operations for the nine months ended June
30, 2001 of $(641,207)  and net loss from  operations  for the nine months ended
June 30, 2000 of $(536,840).  This translates to a per-share loss of $(0.04) for
the nine months ended June 30, 2001 and a per share loss of $(0.04) for the nine
months ended June 30, 2000.

Our Company had no  revenues  for the nine months  ended June 30, 2001 and 2000,
respectively. Operating expenses increased to $596,207 for the nine months ended
June 30, 2001 as compared to $487,340  for the nine months  ended June 30, 2000.
The  increase  was due to the  increased  consulting  fees  resulting  from  the
issuance of common stock  warrants  and the accrual of  consulting  fees,  which
aggregated  $548,133  and  $420,125  for the nine months ended June 30, 2001 and
2000, respectively.

Net cash used in  operations  was  $(82,195)  for the nine months ended June 30,
2001 as  compared  to  $(4,213)  for the nine  month  ended June 30,  2000.  The
difference  is due to the increase in  professional  fees and other  expenses in
connection with our Commission filings.

Net cash  provided  by  financing  activities  in the 2001 period was $80,139 as
compared to net cash  provided  by  financing  activities  of $2,500 in the 2000
period.  The  difference  was  attributable  to the increase in amounts due to a
related party.

No additional meaningful  comparisons can be made for the nine months ended June
30, 2001 as compared to the nine months ended June 30, 2000.



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

Plan of Operations (Continued)

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

At June 30, 2001, our Company had a  stockholders'  deficiency of  approximately
$721,762.  Our  Company's  future  operations  and growth are  dependent  on our
ability,  with the assistance of Yankees,  to raise capital for expansion and to
implement  our  strategic  plan.  If our  Company is not  successful  in raising
capital and in resolving the remaining  claims of certain  claimants,  or if the
arbitral  award  in  Deutsche  Financial   Services   Corporation  vs.  Business
Technology  Systems,  Inc., Ila Sethi, Madhu Sethi,  Richard C. Peplin, Jr., and
Colmena Corp., were successfully reduced to a judgment, our Company may file for
reorganization  pursuant to Chapter 11 of the United States Bankruptcy Code. Our
Company has no other material commitments for capital expenditures.



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                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings.

          As permitted by Commission  Rule 12b-23,  the response to this item is
          incorporated by reference from the corresponding item in our Company's
          report of Form 10-KSB for the fiscal year ended September 30, 2000.

Item 2.   Changes in Securities

          As permitted by Commission  Rule 12b-23,  the response to this item is
          incorporated by reference from the corresponding item in our Company's
          report of Form 10-KSB for the fiscal year ended September 30, 2000.

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, 2000.

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

          As permitted by Commission  Rule 12b-23,  the response to this item is
          incorporated by reference from the corresponding item in our Company's
          report of Form 10-KSB for the fiscal year ended September 30, 2000.

Item 5.   Other Information

          As permitted by Commission  Rule 12b-23,  the response to this item is
          incorporated by reference from the corresponding item in our Company's
          report of Form 10-KSB for the fiscal year ended September 30, 2000.

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

          (a)  Exhibits and Index of Exhibits

               As permitted by Commission Rule 12b-23, the response to this item
               is incorporated by reference from the  corresponding  item in our
               Company's  report  of Form  10-KSB  for  the  fiscal  year  ended
               September 30, 2000.

          (b)  Reports on Form 8-K

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



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                                   SIGNATURES

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


                                  COLMENA CORP.


Dated:  October 5, 2001             By:  /s/ Edward C. Dmytryk /s/
                                             ----------------------------------
                                             Edward  C.  Dmytryk, President,
                                             Chief Executive Officer & Director












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