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: March 31, 2003
                         Commission file number: 0-27842


                                  Colmena Corp.
             (Exact name of registrant as specified in its charter)

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

                       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 April 17,  2003,  the issuer  had  outstanding  114,717,966  shares of common
stock, $.01 par value per share.






                                    -1-
<PAGE>
<table>
<caption>


                                  COLMENA CORP.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED MARCH 31, 2003



 
                      <C>                                                                  <c>

                                                                                               Page

PART I - FINANCIAL INFORMATION

         Item 1 - Consolidated Financial Statements

         Consolidated Balance Sheet (Unaudited)
                  As of March 31, 2003..........................................                3
         Consolidated Statements of Operations (Unaudited)
                  For the Three and Six Months Ended March 31, 2003 and 2002...                 4
         Consolidated Statements of Cash Flows (Unaudited)
                  For the Six Months Ended March 31, 2003 and 2002.............                 5

         Condensed Notes to Consolidated 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-
</table>
<page>

<table>
<caption>

                                               COLMENA CORP.
                                        CONSOLIDATED BALANCE SHEET
                                              March 31, 2003
                                                (Unaudited)



                                               <c>                                                      <c>
                                                 ASSETS

CURRENT ASSETS:
     Cash                                                                                                  67
                                                                                                         ------
      Total Assets                                                                                       $ 67
                                                                                                         =======

                                   LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Loan Payable                                                                                         68,750
    Accounts Payable and Accrued Expenses                                                                 2,122
    Due to Related Party                                                                                  1,519
                                                                                                          ------

        Total Current Liabilities                                                                        72,391
                                                                                                         -------

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 ;

        692,965 Shares Issued and Outstanding)                                                               693
    Common Stock ($.01 Par Value; 650,000,000 Shares Authorized;
        115,822,982 Shares Issued and Outstanding)                                                     1,158,230
    Common Stock Issuable (300,000 Shares at Par Value)                                                    3,000
    Additional Paid-in Capital                                                                        17,186,904
    Accumulated Deficit                                                                              (18,419,818)
    Deferred Consulting                                                                                   (1,333)
                                                                                                     -------------

        Total Stockholders' Deficit                                                                      (72,324)
                                                                                                     -------------

        Total Liabilities and Stockholders' Deficit                                                         $ 67
                                                                                                      =============


    The Accompanying notes are an integral part of these financial statements
                                       -3-
</table>
<page>


                                  COLMENA CORP.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<table>
<caption>


                                                   <c>                  <c>                  <c>                  <c>
                                                  For the Three Months                      For the Six Months
                                                      Ended March 31,                           Ended March 31,
                                                __________________________________________________________________________________
                                                      2003                 2002                 2003                 2002
                                                __________________________________________________________________________________

REVENUES                                              $ -                  $ -                  $ -                  $ -
                                                __________________________________________________________________________________

OPERATING EXPENSES:
    Compensation Expense                             23,670               47,600               56,728              104,244
    Consulting                                        2,667               30,000                2,667              146,963
    Professional and Legal Fees                      12,731                4,552               13,725               17,302
    General and Administrative                       27,474                2,365               31,988                7,041
                                                __________________________________________________________________________________

        Total Operating Expenses                     66,542               84,517              105,108              275,550
                                                __________________________________________________________________________________

LOSS FROM OPERATIONS                                (66,542)             (84,517)            (105,108)            (275,550)
                                                __________________________________________________________________________________

OTHER INCOME (EXPENSES):

    Settlement Income (Expense), net                  6,431               25,094                6,431               (5,821)
    Interest Expense, net                            (1,121)             (13,878)              (8,787)             (28,282)
                                                __________________________________________________________________________________

TOTAL OTHER INCOME (EXPENSES)                         5,310               11,216               (2,356)             (34,103)
                                                __________________________________________________________________________________

NET INCOME (LOSS)                                 $ (61,232)           $ (73,301)          $ (107,464)          $ (309,653)
                                             ===================--===================--===================--===================


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



Weighted Common Shares Outstanding - Basic and Diluted  111,885,469           30,898,215           90,260,079           30,898,215
                                                    ===================--===================--===================--=================
    The accompanying notes are an integral part of these financial statement.

                                       -4-




</table>
<page>
<table>
<caption>

                                  COLMENA CORP.
                      CONSOLIDATED STATEMENTS OF CASH
                                  (unaudited)

                                                                                               <c>                     <c>
                                                                                                 For the Six Months Ended
                                                                                                           March 31,
                                                                                                ______________________________
                                                                                                  2003                  2002



CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                                                     $ (107,464)           $ (309,653)
    Adjustments to Reconcile Net Loss to Net Cash Used in Operations

           Stock Based Compensation                                                                  53,346                 -
           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                                                  (13,926)              73,880
                                                                                                     --------              -------

Net Cash Flows Used in Operating Activities                                                          (68,044)            (117,895)
                                                                                                     --------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from Loans Payable - Related Party                                                        6,600                96,096
    Payments on loan payable                                                                         ( 3,750)                    -
    Proceeds from Sale of Common Stock                                                                41,500                     -
    Proceeds from Sale of Preferred Stock                                                             10,000                     -
    Due to Related Party                                                                              13,644                21,777
                                                                                                     -------               -------

Net Cash Flows Provided by Financing Activities                                                       67,994               117,873
                                                                                                      -------              --------

Net Decrease in Cash                                                                                    (50)                  (22)

Cash - Beginning of Year                                                                                117                    22
                                                                                                       ----                   ---

Cash - End of Period                                                                                   $ 67                   $ -
                                                                                                       =====                  ====

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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

NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Note Payable - Related Party Reclassified to Convertible Bond                                      $ -                  $ 40,000
    Issuance of Common Stock for Debt and Bonds payable                                                $ 430,030             $ -
                                                                                                      ==========               ====

    Conversion of Series A Preferred Stock to Common Stock                                             $ 48,613              $ -
                                                                                                       =========               ====

    The accompanying notes are an integral part of these financial statements
                                       -5-
</table>
<page>






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

NOTE 1 - BASIS OF PRESENTATION

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

These  financial  statements  should  be read in  conjunction  with the  audited
financial  statements  for the year ended  September  30, 2002 and notes thereto
contained in the Report on Form 10-KSB of Colmena  Corp.  ("our  Company" or the
"Company")  as  filed  with  the   Securities  and  Exchange   Commission   (the
"Commission"). The results of operations for the six months ended March 31, 2003
are not  necessarily  indicative  of the results for the full fiscal year ending
September 30, 2003.

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

NOTE 2 - CONVERTIBLE BONDS PAYABLE

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

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








                                       -6-
<page>

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



NOTE 2 - CONVERTIBLE BONDS PAYABLE (Continued)

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

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

NOTE 3 - LOANS PAYABLE - RELATED PARTIES

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















                                       -7-
<page>

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





NOTE 4 - LOAN PAYABLE

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 March 31,
2003, the Company was in arrears by 5.5 payments.  Deutsche has verbally  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 March 31, 2003.

NOTE 5 - STOCKHOLDERS' DEFICIT

During the three months ended March 31, 2003 the Company issued 1,255,116 shares
of common stock to directors and employees for services rendered.  In connection
with these shares, the Company recorded compensation expense of $22,987 based on
the average monthly closing price of the Company's common stock in the month the
services were performed.

During the three months ended March 31, 2003,  the Company issued 803,058 shares
of common stock to directors and employees for services rendered.  In connection
with these shares, the Company recorded compensation expense of $27,692 based on
the average monthly closing price of the Company's common stock in the month the
services were performed.

During the three months ended March 31, 2003,  the Company issued 100,000 shares
of its common stock to a public  relations  consultant  (see Note 6) which vests
over the term of the contract or sixty days.  In  connection  with these shares,
the Company recorded  consulting  expense of $2,667 based on the average closing
price of the Company's  common stock over the vesting period or $0.04 per share.
Additionally, the Company recorded $1,333 in deferred compensation which will be
amortized over the remaining life of the contract.

In order to fund short term  capital  requirements,  the  Company  raised  funds
through a private placement of 4,150,000 shares of its common stock to directors
of the Company,  their families and friends,  at $0.01 per share, which provided
$41,500 in working  capital  through March 31, 2003.  The private  placement was
effected  without  registration  under the  Securities  Act in  reliance  on the
exemption  provided by Section 4(2) thereof.  Additionally,  the Company  raised
funds through a private placement of 10,000 shares of its convertible  preferred
stock to CFST, at $1.00 per share,  which  provided  $10,000 in working  capital
through March 31, 2003.


                                       -8-
<page>
                                  COLMENA CORP.
              CONDENSED NOTES TO CONSOLIDATED 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  substantially all 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.

NOTE 6 - COMMITMENT

On February 19, 2003,  the Company  entered into an agreement  with a consultant
which provides public  relations  services.  The initial term of the contract is
for sixty (60) days for which the consultant was compensated with 100,000 shares
of the Company's  restricted  common stock which vest pro-rata over the contract
term (see Note 5).

NOTE 7 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  The Company has no other  business
operations, has recurring losses, had cash used in operations of $68,044 for the
six months ended March 31, 2003, had a working capital deficiency of $72,324 and
an  accumulated  deficit of $18,419,818 at March 31, 2003. As of March 31, 2003,
the  Company  was in arrears by 5.5  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 March 31, 2003. 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 (see Item 2, below).

NOTE 8 - SUBSEQUENT EVENTS

In April 2003,  1,195,681  shares of the Company's common stock were returned by
an employee due to an over issuance for services rendered. The Company accounted
for this as a capital contribution against additional paid-in capital at the par
value ($.001) of the Company's common stock or $11,957.

In April 2003, warrants were exercised for 90,666 shares of the Company's common
stock at an exercise price of $0.02 per warrant.

                                       -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.

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

PLAN OF OPERATIONS

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 March 2003.  Yankees,  on behalf of our
Company, conducted negotiations with certain remaining claimants and made offers
of settlement for claims. As of March 31, 2003, we have settled all known claims
against our Company  settling the follow  claims  during the quarter ended March
31, 2003:

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

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

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

SIX MONTHS ENDED MARCH 31, 2003 COMPARED TO SIX MONTHS ENDED MARCH 31, 2002

Our  Company  reported a net loss for the six  months  ended  March 31,  2003 of
$107,464  and a net loss for the six months  ended March 31,  2002 of  $309,653.
This  translates to per-share loss of $(0.00) for the six months ended March 31,
2003 and a per share loss of $(0.01) for the six months ended March 31, 2002.





                                      -11-
<page>

SIX MONTHS ENDED MARCH 31, 2003 COMPARED TO SIX MONTHS ENDED MARCH 31, 2002
                                  (Continued)

Our Company had no  revenues  for the six months  ended March 31, 2003 and 2002,
respectively.

Overall, operating expenses decreased to $105,108 for the six months ended March
31, 2003 as compared to $275,550 for the six months  ended March 31,  2002.  The
decrease was due to decreased  consulting  fees  resulting  from the issuance of
common  stock  warrants and the accrual of  consulting  fees,  which  aggregated
$2,667  and  $146,963  for the  six  months  ended  March  31,  2003  and  2002,
respectively.

Professional  fees were  $13,725  for the six  months  ended  March 31,  2003 as
compared to $17,302 for the six months  ended March 31, 2002 and were  primarily
attributable  fees  associated with the Company's SEC filings and the settlement
of certain lawsuits and claims.

Compensation  expense  decreased  to $56,728 for the six months  ended March 31,
2003 as compared  $104,244 for the six months ended March 31, 2002. The decrease
was  due to a  decrease  in  director  and  officer  activities  related  to the
restructuring of the Company and the issuance of common stock for services.

For the six months ended March 31,  2003,  selling,  general and  administrative
expenses  were  $31,988 as compared to $7,041 for the six months ended March 31,
2002.  This increase was  primarily  due to payments to the  Company's  staff of
approximately $19,000 and an increase in communications costs of $3,000.

For the six months ended March 31, 2003, our Company recorded  settlement income
of $6,431  attributable  to the  settlement  of  certain  lawsuits  and  claims.
Settlement expense for the six months ended March 31, 2002 was $5,821.

For the six months ended March 31, 2003, interest expense was $8,787 compared to
$28,282 for the six months ended March 31, 2002  attributable  to the  Company's
borrowings. The reduction in 2003 is a result of reduced debt.

No additional meaningful  comparisons can be made for the six months ended March
31, 2003 as compared to the six months ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

As of  March  31,  2003,  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  placement  of
4,150,000  (300,000 of which are  issuable as of March 31,  2003)  shares of its
common stock to certain officers,  directors, their families and friends, and an
affiliate of our company,  at $0.01 per share, which provided $41,500 in working
capital

At March 31, 2003, our Company had a stockholders'  deficit of $18,419,818.  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.



                                      -12-
<page>

On May 1, 2002,  our Company  entered into a settlement  agreement with Deutsche
Financial Services Corporation  ("Deutsche").  Deutsche's claim was for $331,000
plus interest at the per annum rate of prime plus 6.5% since August 1, 1998, and
was based on a guaranty by our Company of a promissory  note  executed by one of
our divested  subsidiaries.  In exchange for the parties' general release of all
claims and  obligations  up to the date of the agreement,  Deutsche  received an
initial payment of $20,000, and 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 March 31, 2003, loan payable to Deutsche amounted to $68,750.  As of April
30,  2003,  the Company was in arrears by 5.5  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 March 31, 2003.

Net cash used in  operations  was  ($68,044)  for the six months ended March 31,
2003 as compared to ($117,895)  for the six months ended March 31, 2002. For the
six months ended March 31, 2003, cash used in operations was attributable to our
net loss of ($107,464) and a decrease in accounts  payable and accrued  expenses
of ($13,926) offset by non-cash  consulting  expense from the issuance of common
stock $53,346.  For the six months ended March 31, 2002, 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  $73,880,   $86,963,   and  $30,915,
respectively.

Net cash  provided by  financing  activities  for the six months ended March 31,
2003 was $67,994 as compared to net cash  provided by  financing  activities  of
$117,873 for the six months ended March 31, 2002.  The  difference was primarily
attributable  to the decrease in funding from a related party and to payments on
a settlement loan payable to Deutche Bank.

We currently have no material commitments for capital  expenditures.  Other than
advances  received  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 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

Our Company  accounts 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 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 $68,044  for the six months
ended  March 31,  2003,  had a working  capital  deficiency  of  $71,324  and an
accumulated deficit of $18,418,818 at March 31, 2003. 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.  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 $41,500 from sale of common
stock  to  certain  officers,directors,  their  families  and  friends,  and  an
affiliate  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 March 31, 2003,  the Company issued 803,058 shares
of common stock to directors and employees for services rendered.  In connection
with these shares, the Company recorded compensation expense of $27,692 based on
the average monthly closing price of the Company's common stock in the month the
services were performed.

During the three months ended March 31, 2003,  the Company issued 100,000 shares
of its common stock to a public relations consultant (see Note 6). In connection
with these shares,  the Company recorded  consulting  expense of $3,000 based on
the closing  price of the  Company's  common stock on the date the services were
performed.

In order to fund  short-term  capital  requirements,  we raised funds  through a
private  placement of 4,150,000 shares of its common stock to certain  officers,
directors, their families and friends, and an affiliate of the Company, at $0.01
per share,  which provided $41,500 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.  Additionally, we
issued 10,000 shares of our Series A Convertible  Preferred  Stock in connection
with this private placement.

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  substantially all 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.  During  January 2003, we issued
20,381,549  common  shares that had been  included in common  stock  issuable at
December 31, 2002.

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

         The following are material subsequent events:

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

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

          On May 6, 2003,  our Company's  board of directors set May 15, 2003 as
          the record date for the annual meeting of shareholders.

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


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

         (a)      Exhibits and Index of Exhibits

                  99.16    Sarbanes-Oxley CEO Certification
                  99.17    Sarbanes-Oxley CFO Certification

         (b) Reports on Form 8-K

                  Date        Financials Included                 Items Reported
                  2/27/03               No                              5, 7
                  5/08/03               No                              5, 6, 7

SIGNATURES

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

                                  COLMENA CORP.

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

Dated:  May 15, 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: May 15, 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: May 15, 2003

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

                                      -20-


<page>