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

                                   FORM 10-QSB

[x]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the quarterly period ended September 30, 2004

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

         For the transition period from ____________ to ______________.

                         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.)

                          6499 NW 9th Avenue, Suite 304
                         Fort Lauderdale, Florida 33309
                         ------------------------------
                    (Address of principal executive offices)
                                   (Zip code)

                                 (954) 670-2300
                                 --------------
                         (Registrant's telephone number,
                              including area code)

                                  COLMENA CORP.
                               101 SW 11th Avenue
                            Boca Raton, Florida 33486
                            -------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

On November 12, 2004, there were 13,907,619 shares of common stock outstanding
and 140,654 shares of convertible preferred stock outstanding.

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 [ ]

<PAGE>

                                  COLMENA CORP.
                                   FORM 10-QSB
                    QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004



                                      INDEX


                                                                        Page

PART I - FINANCIAL INFORMATION

Item 1 - Consolidated Financial Statements

 Consolidated Balance Sheet (Unaudited)
   As of September 30, 2004..............................................   3
 Statements of Operations (Unaudited)For the Three and Nine
   Months Ended September 30, 2004 Consolidated and 2003.................   4
 Statements of Cash Flows (Unaudited)For the Nine Months
   Ended September 30, 2004 Consolidated and 2003........................   5
 Condensed Notes to Consolidated Financial Statements....................   6-10

Item 2 - Management's Discussion and Analysis and Plan of
  Operation..............................................................  10-19

Item 3 - Control and Procedures...........................................  19

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings................................................. 19

Item 2 - Changes in Securities and Use of Proceeds......................... 19

Item 3 - Default Upon Senior Securities.................................... 19

Item 4 - Submission of Matters to a Vote of Security Holders............... 19

Item 5 - Other Information................................................. 20

Item 6 - Exhibits and Reports on Form 8-K.................................. 20

Signatures................................................................. 21


                                      -2-
<PAGE>

                                  COLMENA CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               September 30, 2004
                                   (Unaudited)
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

CURRENT ASSETS
<S>                                                                  <C>
  Cash                                                               $     9,270
  Accounts receivable, net                                                35,015
  Prepaid expenses and other current assets                                7,715
                                                                     -----------
       Total Current Assets                                               52,000

PROPERTY AND EQUIPMENT, NET                                               23,581

OTHER NON-CURRENT ASSETS
  Deposits                                                                 2,387
                                                                     -----------
        Total Non-Current Assets                                           2,387
                                                                     -----------

TOTAL ASSETS                                                         $    77,968
                                                                     ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES
  Accounts payable and accrued expenses                              $   285,104
  Deferred revenue                                                       100,772
  Loans payable - related party                                          102,886
                                                                     -----------
        Total Current Liabilities                                        488,762

STOCKHOLDERS' DEFICIT
  Preferred Stock ($0.001 par value; 10,000,000 shares authorized;
    no shares issued and outstanding)                                         --
  Convertible preferred stock ($0.01 par value; 1,000,000 shares
    authorized; 140,654 shares issued and outstanding)                     1,407
  Common Stock ($0.10 par value; 100,000,000 shares authorized;
    13,907,618 shares issued and outstanding)                          1,390,762
  Additional paid-in capital                                          (1,139,750)
  Accumulated deficit                                                   (663,212)
                                                                     -----------
        Total Stockholders' Deficit                                     (410,793)
                                                                     -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          $    77,968
                                                                     ===========
</TABLE>

The accompanying notes are an integral part of these financial statements

                                      -3-
<PAGE>

                                  COLMENA CORP.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                        Three Months Ended September 30,    Nine Months Ended September 30,
                                                  Consolidated                      Consolidated
                                             2004              2003              2004              2003
                                        ------------      ------------      ------------      ------------
<S>                                     <C>               <C>               <C>               <C>
REVENUE
Service                                 $    141,183      $     61,804      $    337,766      $     80,479
Systems and software                         115,876           101,569           415,720           504,708
                                        ------------      ------------      ------------      ------------

Total Revenue                                257,059           163,373           753,486           585,187
                                        ------------      ------------      ------------      ------------

COST OF GOODS SOLD                            79,247            68,911           292,803           209,142
                                        ------------      ------------      ------------      ------------

GROSS PROFIT                                 177,812            94,462           460,683           376,045


OPERATING EXPENSES

Compensation                                  90,190            68,339           176,241           143,870

Stock Compensation                           134,080                --           224,589                --

Advertising                                  166,942             1,784           196,576             3,084

Impairment of Goodwill                        71,343            71,343                --                --

Settlement Charge                             51,203                --            51,203                --

General and administrative expense           104,290            39,815           213,202           114,723

                                        ------------      ------------      ------------      ------------
Total Operating Expenses                     618,047           109,938           933,153           261,672
                                        ------------      ------------      ------------      ------------

LOSS FROM OPERATIONS                        (440,235)          (15,476)         (472,471)          114,368


OTHER INCOME (EXPENSE)

Interest expense                              (4,771)           (1,067)          (10,405)           (4,423)

Other income                                      20                --                26                --
                                        ------------      ------------      ------------      ------------
Total Other Income (Expense)                  (4,751)           (1,067)          (10,379)           (4.423)
                                        ------------      ------------      ------------      ------------

NET LOSS                                $   (444,987)     $    (16,542)     $   (482,850)     $    109,945
                                        ============      ============      ============      ============

BASIC AND DILUTED:

LOSS PER SHARE                          $     (0.043)     $         --      $     (0.065)     $         --
                                        ============      ============      ============      ============
WEIGHTED AVERAGE SHARES OUTSTANDING       10,338,808                --         7,426,649      $         --
                                        ============      ============      ============      ============
</TABLE>


The accompanying notes are an integral part of these financial statements


                                      -4-
<PAGE>

                                  COLMENA CORP.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                        For the nine months ended September 30,
                                                                                    Consolidated
                                                                                 2004          2003
                                                                              ---------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                           <C>            <C>
  Net loss                                                                    $(482,850)     $ 109,945

  Adjustments to reconcile net income to net cash provided by operating
   activities:
   Depreciation                                                                  13,673          5,959
     Bad debt                                                                    11,566
     Impairment of Goodwill                                                      71,343
     Stock issued for services                                                  224,589
  Changes in operating assets and liabilities:
   (Increase) decrease in:
    Accounts receivable                                                         (23,752)       (13,982)
     Prepaid expenses                                                               (96)        (6,073)
   Increase (decrease) in:
    Accounts payable and accrued expenses                                       185,276        (54,816)
    Deferred revenue                                                              8,590        (18,972)
                                                                              ---------      ---------
      Net Cash Provided By Operating Activities                                   8,339         22,061
                                                                              ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                             (1,907)       (33,971)
                                                                              ---------      ---------
      Net Cash Used in Investing Activities                                      (1,907)       (33,971)
                                                                              ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments from related party loan                                                 (976)       (32,775)
  Distributions to stockholder                                                  (17,769)        26,621
                                                                              ---------      ---------
      Net Cash Used in Financing Activities                                     (18,745)        (6,154)
                                                                              ---------      ---------
NET DECREASE IN CASH                                                            (12,313)       (18,064)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                 21,583         35,920
                                                                              ---------      ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $   9,270      $  17,856
                                                                              =========      =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-------------------------------------------------
Cash paid during the year for:
   Interest                                                                   $  10,405      $   4,423
                                                                              =========      =========
</TABLE>

The accompanying notes are an integral part of these financial statements


                                      -5-
<PAGE>

                                  COLMENA CORP.
                     CONDENSED NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------  ----------------------------------------------------------

(A) ORGANIZATION
----------------

On August 20, 2004, after the close of business, we executed a definitive
Reorganization Agreement with NetWorth Systems, Inc. ("NetWorth"), a Florida
corporation engaged in the business of providing IT management and IT auditing
services (the "Agreement"). Pursuant to the terms of the Agreement, we acquired
all of the issued and outstanding shares of common stock of Net Worth in
exchange for the issuance of 75,000,002 (7,500,000 shares post split) shares of
our Company's common stock, which represents approximately 60% of our now
currently issued and outstanding shares of common stock. Fifteen million shares
(1,500,000 shares post split), or 20% of the total shares above, are being held
in escrow for the discharge of any undisclosed liabilities or other violations
of the Agreement by Net Worth. This stock will be reissued from the escrow agent
to the old shareholders of NetWorth after completion of the audit of the
financial statements for the year ending December 31, 2004.

NetWorth provides a broad range of IT consulting, technology services and IT
outsourcing solutions to many industries in the South Florida market.

(B) 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 December 31, 2003 and notes thereto
contained in the Report on Form 8-K of Colmena Corp. ("our Company" or the
"Company") as filed with the Securities and Exchange Commission (the
"Commission") on August 25, 2004. The results of operations for the three and
nine months ended September 30, 2004 are not necessarily indicative of the
results for the full fiscal year ending December 31, 2004.

(C) RECLASSIFICATIONS
---------------------

Certain prior period amounts have been reclassified for comparability.


(D) CASH EQUIVALENTS
--------------------

The Company considers all highly liquid investments with maturities of three
months or less at the time of purchase to be cash equivalents. Cash equivalents
also include demand deposits with banks.

(E) USE OF ESTIMATES
--------------------

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reported period. Actual results could differ
from those estimates.

(F) PROPERTY AND EQUIPMENT
--------------------------

Property and equipment are stated at cost, less accumulated depreciation.
Expenditures for maintenance and repairs are charged to expense as incurred.
Depreciation is provided using the straight-line method over the estimated
useful life of three to five years.

(G) INCOME TAXES
----------------

The corporation is subject to corporate income tax under standard I.R.S. Code.
As there have been losses in the past and this quarter is a loss, no provision
for income tax has been included in the accompanying financial statements.

                                      -6-
<PAGE>

(H) BUSINESS SEGMENTS
---------------------

The Company operates in one segment and therefore segment information is not
presented.

(I) REVENU7E RECOGNITION
------------------------

The Company recognizes revenue from services provided to customers as the
services are provided and earned. Revenue is recognized on the sale of computer
equipment and software upon delivery of the equipment and software, along with
applicable licenses to customers. The Company also has contracts with customers
for the maintenance of their networks, computers and systems. These contracts
are for a set number of hours to be used within a specified period of time. The
Company recognizes revenue on these hours on a monthly basis as the maintenance
occurs.

(J) ADVERTISING COSTS
---------------------

Advertising costs are expenses as incurred and include barter transactions.
Revenues from barter transactions, in accordance with the provisions of
Accounting Principles Board Opinion No. 29 ("APB 29"), "Accounting for
Nonmonetary Transactions," are recognized during the period in which the
advertisements occur. Under the provisions of APB 29, barter transactions are
recorded at the fair value of the goods or services received. For the three and
nine month periods ended September 30, 2004, the Company recognized $147,025 and
$174,050, respectively, in revenue related to these barter transactions, which
was valued using the standard advertising costs charged by the third party.

Other advertising costs, such as advertising on web sites geared to our
business, are expensed as incurred. These expenses were $19,917 and $22,526 for
the three months and nine months ended September 30, 2004, respectively

(K) NEW ACCOUNTING PRONOUNCEMENTS
---------------------------------

A variety of proposed or otherwise potential accounting standards are currently
under study by standard-setting organizations and various regulatory agencies.
Because of the tentative and preliminary nature of these proposed standards,
management has not determined whether implementation of such proposed standards
would be material to Colmena's consolidated financial statements.


NOTE 2  ACCOUNTS RECEIVABLE
------  -------------------

The Company's allowance for doubtful accounts is based on management's estimates
of the creditworthiness of its customers, current economic conditions and
historical information, and, in the opinion of management, is believed to be an
amount sufficient to respond to normal business conditions. Management sets 100%
reserves for customers in bankruptcy and other reserves based upon historical
collection experience. Should business conditions deteriorate or any major
customer default on its obligations to the Company, this allowance may need to
be significantly increased, which would have a negative impact on operations.
For the nine months ended September 30, 2004, the Company has recorded an
allowance for doubtful accounts of $11,566.

NOTE 3  PROPERTY AND EQUIPMENT
------  ----------------------

The following is a summary of property and equipment at September 30, 2004:

         Furniture and fixtures                               $  7,449
         Computer equipment                                     38,332
         Equipment                                               9,146
         Less: accumulated depreciation                        (31,346)
                                                              --------

         Property and equipment, net                          $ 23,581
                                                              ========

Depreciation expense for the three months and nine months ended September 30,
2004 was $4,577 and $13,673, respectively.

NOTE 4  REVERSE MERGER
------  --------------

On August 20, 2004, Colmena Corp. consummated an agreement with NetWorth
Systems, Inc., a Florida corporation, pursuant to which NetWorth Systems, Inc.
exchanged 100% of the then issued and outstanding shares of common stock for
75,000,002 shares (7,500,000 shares post split) or approximately 60% of the
outstanding common stock of Colmena Corp. As a result of the agreement, the
transaction was treated for accounting purposes as a capital transaction and
recapitalization by the accounting acquirer (NetWorth Systems, Inc.) and as a
reorganization by the accounting acquiree (Colmena Corp.). Fifteen million
shares (1,500,000 shares post split), 20% of the total shares above, are being
held in escrow for the discharge of any undisclosed liabilities or other


                                      -7-
<PAGE>

violations of the Agreement by Net Worth. This stock will be reissued from the
escrow agent to the old shareholders of NetWorth after completion of the audit
of the financial statements for the year ending December 31, 2004. The agreement
also contained a clause about the future earnings of the company. If net income
before taxes for the year ended December 31, 2005 meets or exceeds $250,000 then
additional shares of common stock will be issued to the old NetWorth
shareholders in order to give them a total of 80% of the then outstanding shares
of Colmena. If this goal is not met, the number of additional shares to be
issued will be adjusted in direct proportion to the percentage of net income
before tax actually earned. The minimum net income before tax that must be
earned is $125,000.

Accordingly, the financial statements include the following:

(1)      The balance sheet consists of the net assets of the acquirer at
         historical cost and the net assets of the acquiree at historical cost.

(2)      The statement of operations includes the operations of the acquirer for
         the periods presented and the operations of the acquiree from the date
         of the merger.

NOTE 5  LOANS PAYABLE - RELATED PARTIES
------  -------------------------------

The Company has received advances of funds for operations from a director. The
director charges the Company the interest that is charged to him on these funds.
The rate ranges from 5% to 7% and is variable based on the prime rate. At
September 30, 2004, the amount due to the member was $99,073.

As of September 30, 2004, the Company had received advances of $3,813 from two
related parties. These advances bear interest at the prime rate plus two
percentage points and are due upon demand.

NOTE 6  COMMITMENTS AND CONTINGENCIES
------  -----------------------------

(A) OPERATING LEASE
-------------------

The Company leases office space, which requires base monthly payments of $2,387
through March 31, 2008.

Future minimum lease payments are approximately as follows:

                    Year Ending December 31,
                              2004                           $   29,715
                              2005                           $   31,201
                              2006                           $   32,761
                              2007                           $   34,399
                              2008                           $    8,703

Rent expense for the three and nine months ended September 30, 2004 was $7,355
and $30,137, respectively.

NOTE 7  RELATED PARTY TRANSACTIONS
------  --------------------------

See Note 5 above.

NOTE 8  STOCKHOLDERS' DEFICIT
------  ---------------------

(A) OPTIONS AND WARRANTS
------------------------

As of September 30, 2004, there were no outstanding options or warrants for the
Company.

(B) STOCK ISSUED FOR SERVICES
-----------------------------

Shares issued for services are valued based on the fair value of the shares
on the date of grant.

Prior to the reverse merger, NetWorth issued shares of common stock in its
company to individuals as follows: (i) 6,317,523 shares to employees, (ii)
700,000 shares to outside consultants and (iii) 666,667 shares to attorneys. The
expenses associated with the issuance of these shares were recorded in the
financial statements at September 30, 2004 as follows: $76,842 to stock
compensation expense, $7,000 to management fees, and $6,667 to legal expenses.

On August 23, 2004, the board of directors authorized the issuance of 6.5
million shares (650,000 shares post split) of common stock to four directors as
payment for completing the reverse merger due diligence and documentation. On
October 1, 2004, the board of directors authorized continuance of the


                                      -8-
<PAGE>

compensation of directors on a monthly basis with the issuance of common stock.
At this time the directors and officers of Colmena receive a total of 104,000
shares (10,400 shares post split) of common stock per month. In accord with
these two agreements, there were 6,704,000 shares (670,400 shares post split) of
common stock that had not been issued by the Company's transfer agent, but were
included in the common stock and earnings per share calculations. The expenses
associated with these issuances were $134,080 and were included in stock
compensation expense at September 30, 2004.

(C) STOCK ISSUED IN REVERSE MERGER
----------------------------------

On August 20, 2004, upon close of the transaction between Colmena and NetWorth,
75,000,002 shares (7,500,000 shares post split) of Colmena's common stock were
issued in exchange for a 100% interest in NetWorth.

(D) COMMON STOCK SPLIT
----------------------

On October 18, 2004, the Company's board of directors authorized declaration of
a 1 for 10 common stock split. Per share and weighted average share amounts have
been retroactively restated in the accompanying financial statements and related
notes to reflect this split.

(E) EARNINGS PER SHARE
----------------------

Weighted average basic shares for the three and nine month periods ended
September 30, 2004 were 10,338,808 and 7,426,649, respectively. These
calculations are post split. The calculation of diluted earnings per share was
eliminated, as there were no common stock equivalents at September 30, 2004.

NOTE 9  GOING CONCERN
------  -------------

As reflected in the accompanying financial statements, the Company has a
stockholders' deficit of $410,793 and a working capital deficiency of $436,762
These factors raise substantial doubt about its ability to continue as a going
concern. The ability of the Company to continue as a going concern is dependent
on the Company's ability to further implement its business plan, raise capital
and generate additional revenues. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.

Management believes that the actions presently being taken to raise additional
capital and generate additional revenues provide the opportunity for the Company
to continue as a going concern.

NOTE 10  SUBSEQUENT EVENTS
-------  -----------------

(A) SETTLEMENT AGREEMENT
------------------------

On March 8, 2004, the Company acquired 100% of the assets and liabilities of
Brilliant Computers, a sole proprietorship existing under the laws of the state
of Florida. The terms of the transaction include cash payments over the next
three years of $118,600 and an equity component consisting of 1,300,000 shares
of the Company's stock valued at $236,670. The members' equity was valued at the
book value of the Company on the date of the merger. In exchange the assets and
certain liabilities were transferred to the Company. On September 30, 2004, the
company made the decision to divest itself of Brilliant Computers and a
settlement agreement with Brilliant Computers was executed on November 5, 2004.
The settlement voids the transaction of March 8, 2004 and returns all assets and
liabilities of Brilliant Computers. In addition, Brilliant computers will
receive payments totaling $70,000 over the next three months. In addition, the
payment of this sum in full will entitle Colmena Corp. to have the 1,879,713
shares of common stock outstanding and issued to Sales and Marketing Group of
South Florida be returned to the treasury of the company. This stock will be
held by an escrow agent until the monetary portion of the agreements has been
paid.

(B) REVERSE STOCK SPLIT
-----------------------

On October 18, 2004, the board of directors of Colmena authorized its executive
management to pursue a 1:10 reverse stock split of the Company's common stock.
As of November 15, 2004, this reverse split has not been effected, but this
subsequent event requires restatement of prior period financial statements and
as such, the statements and notes to these statements have been prepared as if
the split had already been effected.

(C) NAME CHANGE
---------------

On October 18, 2004, the board of directors of Colmena authorized the company to
change its name to NetWorth Technologies, Inc.

                                      -9-
<PAGE>

(D) FINANCING ARRANGEMENTS
--------------------------

On July 5, 2004, the company entered into an agreement with Knightsbridge
Capital, whereby Knightsbridge would help the company attain capital financing.
As of October 6, 2004, the company has the following commitments for financing:

         Convertible Debentures. The company currently has commitments for the
         issuance of $600,000 of debentures that are convertible into shares of
         common stock at a price equal to either (a) an amount equal to one
         hundred twenty percent (120%) of the closing bid price of the common
         stock as of the closing date or (b) an amount equal to eighty percent
         (80%) of the lowest volume weighted average price of the common stock
         for the thirty trading days immediately preceding the conversion date.
         The convertible debentures are secured by all of Colmena Corp's assets.
         The debentures are convertible in nine months and carry registration
         rights.

         Standby Equity Distribution Agreement. Pursuant to a Standby Equity
         Distribution Agreement, we may, at our discretion, periodically issue
         and sell to Cornell Capital Partners, L.P. shares of common stock for a
         total purchase price of $10.0 million. The amount of each advance is
         subject to an aggregate maximum advance amount of $250,000 every 7
         trading days. Cornell Capital Partners will pay us 95% of, or a 5%
         discount to, the lowest closing bid price of the common stock during
         the 5 consecutive trading days immediately following the notice date.
         Cornell Capital Partners will be paid a one-time commitment fee of
         $290,000, payable by the issuance of 2,900,000 shares of common stock.
         In addition, Cornell Capital Partners will be entitled to retain 10% of
         each advance under the Standby Equity Distribution Agreement. Cornell
         Capital Partners intends to sell any shares purchased under the Standby
         Equity Distribution Agreement at the then prevailing market price. The
         Company can not begin selling the stock to Cornell until a registration
         statement has been filed and declared effective by the Securities and
         Exchange Commission.


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

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10- QSB, including
without limitation, statements containing the words believes, anticipates,
estimates, expects, and words of similar import, constitute forward-looking
statements. You should not place undue reliance on these forward-looking
statements. Our actual results could differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described below and elsewhere in this Quarterly Report, and in other
documents we file with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's opinions only as of the date hereof. We
undertake no obligation to revise or publicly release the results of any
revision to these forward-looking statements.

GENERAL

Colmena is a global management consulting, technology services and acquisition
company. Our current portfolio currently consists of Networth Systems Inc.
("NWS"). NWS is an information technology company which provides services and
products to small to mid-size companies in the areas of business intelligence,
networking, information technology ("IT") outsourcing, IT asset management and
IT security and auditing.

During November 1997, Colmena was 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.

During the periods after March 1999 until August 20, 2004, Colmena had no
day-to-day business operations other that those pertaining to the maintenance of
corporate existence and the filing of reports required by the Securities
Exchange Commission.

On June 10, 2004, our Company signed a letter of intent with NetWorth Systems,
Inc., a Florida corporation engaged in the business of providing IT management
and auditing services and on August 20, 2004, after the close of business, we
executed the definitive Reorganization Agreement. Pursuant to the terms of the


                                      -10-
<PAGE>

Agreement, we acquired all of the issued and outstanding shares of common stock
of Net Worth in exchange for the issuance of 75,000,000 shares of our Company's
common stock, which represents approximately 60% of our now currently issued and
outstanding shares of common stock. The company will deliver to a designated
escrow agent approximately 15,000,000 shares which will be held by the escrow
agent to discharge undisclosed liabilities or other violations of the Agreement
by Net Worth.

Our goal is to acquire promising underperforming technology services companies
and provide them with the necessary resources to excel in their business. We
have global resources available, giving us the ability to mobilize the right
people, skills, and technologies to assist in these endeavors.

GOING CONCERN

Colmena had no business activity during 2002 and 2003. This resulted in
operating losses and negative cash flows during those years. In August 2004,
Colmena reorganized with NetWorth Systems, Inc. If sales do not improve,
alternate financing is not obtained, or our plans do not succeed, substantial
doubt exists about Colmena's' ability to continue as a going concern.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2003

REVENUES

Revenues for the three months ended September 30, 2004 were $257,059, compared
to revenues of $163,373 for the same period of the prior year. For the nine
months ended September 30, 2004 as compared to the nine months ended September
30, 2003, sales rose from $585,187 to $753,486. This increase is due to the
acquisition of new customers as well as expanded offerings to existing
customers. These numbers also included revenue recorded in association with
barter transactions. As discussed in note 1(J) to the financial statements, the
company recognized $147,025 and $174,050 in income for the three and nine months
ended September 30, 2004, respectively. These amounts were valued using the
standard costs charged by the third party.

GROSS PROFIT

Gross profit for the three-month and nine month periods ended September 30,
2004, were $177,812 and $460,683, as compared to $94,462 and $376,045 for the
same periods of the prior year. These increases over last year are primarily due
to significant increases of services as opposed to systems and software.
Services have little or no applicable direct costs associated with them. This
increased mix of services over product will likely continue in the future. The
gross margin on systems and software was 31.6% and 29.6% for the three months
and nine months ended September 30, 2004. The gross margin on services is
approximately 99.8% for all periods, as the cost for services only includes
materials used by the technicians in performing the service.

OPERATING EXPENSES

Operating expenses were $933,153 or 123.8% of total revenues for the nine months
ended September 30, 2004 as compared to $261,672 or 44.7% in the prior year. The
primary factors that contributed to this $672,000 increase in operating expenses
over the prior year are:

      (i)         Stock based compensation of $224,000;
      (ii)        Compensation expense of $33,000 due to the addition of
                  personnel to comply with governance standards of a publicly
                  traded company, as well as the associated payroll taxes and
                  benefits;
      (iii)       Advertising expense of $193,000 due to the inclusion of
                  sponsored events such as the International Tennis Tournament
                  in Delray Beach and bartered advertising for radio
                  advertising.
      (iv)        Settlement expense of $51,000; (v) Impairment of goodwill of
                  $72,000;
      (vi)        Other expenses in transferring from a cash based partnership
                  to a corporation including $14,000 in accounting fees, $9,000
                  in legal fees and $2,000 of fees associated with press
                  releases and stock transfer fees; and
      (vii)       The remaining difference was made up of many small accounts
                  such as the increases in telephone, depreciation, office
                  expenses, shipping, insurance and allowance for bad debts.

DEPRECIATION AND AMORTIZATION EXPENSES

The Company's depreciation expenses were $13,673 as compared to $13,486 for the
nine months ended September 30, 2004 and 2003, respectively. The increase in
depreciation expense can be attributed to the Company's acquisition of new
computers for our office.

OTHER INCOME AND EXPENSES

The majority of other income and expenses consisted of interest expense.
Interest expense increased significantly over the same periods last year, as the
company continues to use revolving credit to fund operations which carry various


                                      -11-
<PAGE>

interest rates from five to seven percent. For the three month period ended
September 30, 2004 and 2003, from $1,067 to $4,771 and for the nine month period
ended September 30, 2004, from $4,423 to $10,405.

INCOME BEFORE INCOME TAX EXPENSE

The Company's net loss before income taxes was $444,987 and $482,850 for the
three and nine months ended September 30, 2004. This loss can be attributed to
increased expenses as discussed in the sections above.

INCOME TAX EXPENSE

The Company has a net operating loss and as such no allowance for income tax has
been recorded in these statements.

NET LOSS

As a result of the foregoing, the Company's net loss for the three months and
nine months ended September 30, 2004 was $444,987 and $482,850.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2004, our Company had $9,270 in cash to meet our outstanding
obligations. During the reporting period and prior, we financed our operating
activities through sales of our products and services; loans and advances from
certain shareholders and directors; and from sales of securities under private
placement agreements.

At September 30, 2004, our Company had a total stockholders' deficit of
$410,793, which included an accumulated deficit of $663,212. Our Company's
future operations and growth are dependent on our ability to raise capital for
expansion and to implement our strategic plan.

Net cash provided by operations was $8,339 for the nine months ended September
30, 2004. For the nine months ended September 30, 2004, cash provided by
operations was primarily attributable to our net loss of $(482,850) offset by an
increase in accounts payable and accrued expenses of $185,000 and by non-cash
compensation expense from the issuance of common stock $224,000, plus non-cash
expenses for bad debts, depreciation and impairment of goodwill.

Net cash used in investing activities was $(1,907) and is attributed to the
purchase of equipment.

Net cash used in financing activities for the nine months ended September 30,
2004 was $18,745. The difference was primarily attributable to distributions to
a stockholder of NetWorth Systems prior to the merger.

On July 5, 2004, the company entered into an agreement with Knightsbridge
Capital, whereby Knightsbridge would help the company attain capital financing.
As of October 6, 2004, the company has the following commitments for financing:

         Convertible Debentures. The company currently has commitments for the
         issuance of $600,000 of debentures that are convertible into shares of
         common stock at a price equal to either (a) an amount equal to one
         hundred twenty percent (120%) of the closing bid price of the common
         stock as of the closing date or (b) an amount equal to eighty percent
         (80%) of the lowest volume weighted average price of the common stock
         for the thirty trading days immediately preceding the conversion date.
         The convertible debentures are secured by all of Colmena Corp's assets.
         The debentures are convertible in nine months and carry registration
         rights.

         Standby Equity Distribution Agreement. Pursuant to a Standby Equity
         Distribution Agreement, we may, at our discretion, periodically issue
         and sell to Cornell Capital Partners, L.P. shares of common stock for a
         total purchase price of $10.0 million. The amount of each advance is
         subject to an aggregate maximum advance amount of $250,000 every 7
         trading days. Cornell Capital Partners will pay us 95% of, or a 5%
         discount to, the lowest closing bid price of the common stock during
         the 5 consecutive trading days immediately following the notice date.
         Cornell Capital Partners will be paid a one-time commitment fee of
         $290,000, payable by the issuance of 2,900,000 shares of common stock.
         In addition, Cornell Capital Partners will be entitled to retain 10% of
         each advance under the Standby Equity Distribution Agreement. Cornell
         Capital Partners intends to sell any shares purchased under the Standby
         Equity Distribution Agreement at the then prevailing market price. The
         Company can not begin selling the stock to Cornell until a registration
         statement has been filed and declared effective by the Securities and
         Exchange Commission.

                                      -12-
<PAGE>

We currently have no material commitments for capital expenditures. We are
relying on the sales of our products and services to fund our operations.
Accordingly, we are seeking alternative funding sources, of which we have
discussed above. No assurances can be provided, however, that such alternative
funding sources will be located. Due to the anticipated lack of funding, we may
not be able to compensate our professionals to allow us to continue our
compliance under the Exchange Act of 1934, which may cause us to lose our
quotation on the Over the Counter Bulletin Board (OTCBB). We may not have
sufficient cash flow from operations to sufficiently meet all of our cash
requirements for the next 12 months. Our Company's future operations and growth
are dependent on our ability to raise capital for expansion, and to seek
additional revenue sources. If our Company decides to pursue any acquisition
opportunities or other expansion opportunities, we may need to raise additional
capital, although there can be no assurance such capital-raising activities
would be successful.

CRITICAL ACCOUNTING POLICIES

A summary of significant accounting policies is included in Note 1 to the
audited financial statements included in our form 8-K, as filed with the
Securities and Exchange Commission on August 25, 2004 and included in the
financial statements above. 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.

GOING CONCERN

The accompanying financial statements have been prepared assuming that our
Company will continue as a going concern. Currently, the Company has an
accumulated deficit of $663,212 and a working capital deficiency of $436,762.
These factors raise substantial doubt about its ability to continue as a going
concern. The ability of the Company to continue as a going concern is dependent
on the Company's ability to further implement its business plan, raise capital
and generate additional revenues. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.

Management believes that the actions presently being taken to raise additional
capital and generate additional revenues provide the opportunity for the Company
to continue as a going concern.

Accordingly, we are seeking alternative funding sources. No assurances can be
provided, however, that such alterative funding sources will be located. Due to
the anticipated lack of funding, we may not be able to compensate our
professionals to allow us to continue our compliance under the Exchange Act of
1934, which may cause us to lose our quotation on the Over the Counter Bulletin
Board (OTCBB). These conditions raise substantial doubt about our Company's
ability to continue as a going concern.

RISKS ASSOCIATED WITH OUR BUSINESS AND INDUSTRY

OUR HISTORICAL FINANCIAL INFORMATION DOES NOT REFLECT OUR CURRENT PRIMARY
BUSINESS STRATEGY FOR ACHIEVING REVENUE GROWTH.

Historically, we have derived the substantial majority of our revenue from the
telecommunications industry. Through our reorganization with NetWorth Systems,
Inc, we effectively changed the focus of our business to the technology sector.
We anticipate that revenue will be derived from our strategic alliances and
acquisitions in the technology sector. Accordingly, we cannot predict our future
revenues based on historical financial information.

WE HAVE A HISTORY OF LOSSES AND WE DO NOT EXPECT TO BECOME PROFITABLE IN THE
NEAR TERM, IF EVER.

We have a history of losses and the likelihood of our success depends on many
factors, including some that are out of our control. We have cumulative net
losses and an accumulated deficit as of September 30, 2004 of $663,212. The
likelihood of our success must be considered in light of the problems, delays,
expenses and difficulties encountered by an enterprise in our stage of
development, some of which may be beyond our control. These include, but are not
limited to, our ability to operate our business; our ability and the ability of
our business partners to attract a sufficient number of customers; unanticipated
problems relating to further software enhancement and development; the
competitive and regulatory environment in which we operate; marketing problems;
and additional costs and expenses that may exceed current estimates. We
anticipate continued losses and negative cash flow and we cannot predict whether
or when we will become profitable.

                                      -13-
<PAGE>

WE HAVE SIGNIFICANT WORKING CAPITAL NEEDS AND IF WE ARE UNABLE TO OBTAIN
ADDITIONAL FINANCING, WHEN NEEDED, WE MAY NOT HAVE SUFFICIENT CASH FLOW TO RUN
OUR BUSINESS

As of November 12, 2004, our cash on hand is limited. During the next three
months, we plan on financing our working capital needs from the collection of
accounts receivable. If this source does not provide us with adequate financing,
we may try to seek financing from a third party. If we are not able to obtain
adequate financing, when needed, it will have a material adverse effect on our
cash flow and our ability to run our business. If we have a severe shortage of
working capital, we may not be able to continue our business operations and may
be required to file a petition for bankruptcy under Chapter 11 of the U.S.
Bankruptcy Code or enter into some liquidation or reorganization proceeding.

WITHOUT SUBSTANTIAL ADDITIONAL FINANCING, WE MAY BE UNABLE TO ACHIEVE THE
OBJECTIVES OF OUR CURRENT BUSINESS STRATEGY, WHICH COULD FORCE US TO DELAY,
CURTAIL OR ABANDON A PORTION OR ALL OF OUR BUSINESS STRATEGY

We require additional financing to proceed with our acquisition strategy. If we
are unable to obtain this financing, we could be forced to delay, curtail or
eliminate certain plans and programs or entirely abandon our strategy. In
addition, our inability to obtain financing could have such a material adverse
effect on our business, prospects, results of operations or financial condition,
that we may be forced to restructure, file for bankruptcy, sell assets or cease
operations entirely, any of which could jeopardize an investment in our common
stock.

INADEQUATE CORPORATE CREDIT

Because we continue to experience operating losses and have not had day-to-day
operations in recent years, we do not have an adequate credit history to be able
to borrow any significant amount of money under the normal lending criteria of
banks or other lenders.

WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE, AND THIS CAPITAL MAY NOT BE
AVAILABLE TO US. THE RAISING OF ADDITIONAL CAPITAL MAY DILUTE SHAREHOLDERS'
OWNERSHIP IN US.

We may need to raise additional funds through public or private debt or equity
financings in order to:

         o        Take advantage of opportunities, including more rapid
                  expansion;
         o        Acquire complementary businesses or technologies;
         o        Develop new services and solutions; or
         o        Respond to competitive pressures.

Any additional capital raised through the sale of equity may dilute
shareholders' ownership percentage in us. Furthermore, any additional financing
we may need may not be available on terms favorable to us, or at all.

OUR INDEPENDENT AUDITORS HAVE ISSUED A REPORT QUESTIONING OUR ABILITY TO
CONTINUE AS A GOING CONCERN. THIS REPORT MAY IMPAIR OUR ABILITY TO RAISE
ADDITIONAL FINANCING AND ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK.

The report of our independent auditors contained in our financial statements for
the years ended December 31, 2003 and 2002 include a paragraph that explains
that we have incurred substantial losses and have a working capital deficit.
This report raises substantial doubt about our ability to continue as a going
concern. Reports of independent auditors questioning a company's ability to
continue as a going concern are generally viewed unfavorably by analysts and
investors. This report may make it difficult for us to raise additional debt or
equity financing necessary to continue with our business strategy. We urge
potential investors to review this report before making a decision to invest in
our company.

OUR FAILURE TO MANAGE GROWTH EFFECTIVELY COULD IMPAIR OUR BUSINESS.

Our strategy envisions a period of rapid growth that may impose a significant
burden on our administrative and operational resources. Our ability to
effectively manage growth will require us to substantially expand the
capabilities of our administrative and operational resources and to attract,
train, manage and retain qualified technicians, salespersons and other
personnel. There can be no assurance that we will be able to do so. If we are
unable to successfully manage our growth, our business, prospects, results of
operations and financial condition could be materially and adversely affected.

WE ARE DEPENDENT ON OUR MANAGEMENT TEAM, AND THE LOSS OF ANY KEY MEMBER OF THIS
TEAM MAY PREVENT US FROM IMPLEMENTING OUR BUSINESS PLAN IN A TIMELY MANNER.

Our success depends largely upon the continued services of our executive
officers and other key management. The personal efforts and ability of our CEO,
L. Joshua Eikov is tantamount to the success of our business strategy. We do not
maintain key person life insurance policies on any of our employees. The company


                                      -14-
<PAGE>

has employment agreements with Messr's Eikov, Filippelli, White, and Green. The
loss of one or more of our key employees could seriously harm our business,
financial condition or results of operations. In such an event we may be unable
to recruit personnel to replace these individuals in a timely manner, or at all,
on acceptable terms.

WE MUST DEVELOP AND EXPAND OUR DIRECT SALES CHANNELS TO INCREASE REVENUE AND
IMPROVE OUR OPERATING RESULTS.

We currently sell our products directly to corporations and have only a limited
amount of marketing of our product and service offerings. We intend, however, to
rely increasingly on our marketing and direct sales efforts. We will need to
expand our existing relationships and enter into new relationships in order to
increase our current and future market share and revenue. We cannot assure you
that we will be able to maintain and expand our existing relationships or enter
into new relationships, or that any new relationships will be available on
commercially reasonable terms. If we are unable to maintain and expand our
existing relationships or enter into new relationships, we may lose customer
introductions and co-marketing benefits and our operating results may suffer.

OUR BUSINESS WILL BE NEGATIVELY AFFECTED IF WE ARE NOT ABLE TO ANTICIPATE AND
KEEP PACE WITH RAPID CHANGES IN TECHNOLOGY OR IF GROWTH IN THE USE OF TECHNOLOGY
IN BUSINESS IS NOT AS RAPID AS IN THE PAST.

Our success depends, in part, on our ability to develop and implement management
and technology services and solutions that anticipate and keep pace with rapid
and continuing changes in technology, industry standards and client preferences.
We may not be successful in anticipating or responding to these developments on
a timely basis, and our offerings may not be successful in the marketplace.
Also, services, solutions and technologies developed by our competitors may make
our service or solution offerings uncompetitive or obsolete. Any one of these
circumstances could have a material adverse effect on our ability to obtain and
successfully complete client engagements.

Our business is also dependent, in part, upon continued growth in the use of
technology in business by our clients and prospective clients and their
customers and suppliers. The growth in the use of technology slows down in a
challenging economic environment, such as the one we are experiencing now. There
is currently no new technology wave to stimulate spending. Use of new technology
for commerce generally requires the understanding and acceptance of a new way of
conducting business and exchanging information. Companies that have already
invested substantial resources in traditional means of conducting commerce and
exchanging information may be particularly reluctant or slow to adopt a new
approach that may make some of their existing personnel, processes and
infrastructure obsolete.

OUR SYSTEMS MAY BE VULNERABLE TO SECURITY RISKS OR SERVICE DISRUPTIONS THAT
COULD HARM OUR BUSINESS.

Although we have taken measures to secure our systems against security risks and
other causes of disruption of electronic services, our servers are vulnerable to
physical or electronic break-ins and service disruptions, which could lead to
interruptions, delays, loss of data or the inability to process customer
requests. Such events could be very expensive to remedy, could damage our
reputation and could discourage existing and potential customers from using our
services. Any such events could substantially harm our business, results of
operations and financial condition.

WE MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS

The software, computer and Internet industries are characterized by the
existence of a large number of patents, trademarks and copyrights, and by
frequent litigation based on allegations of patent infringement or other
violations of intellectual property rights. As the number of entrants into our
market increases, the possibility of an intellectual property claim against us
grows. Our technologies and products may not be able to withstand any
third-party claims or rights against their use. Any intellectual property
claims, with or without merit, could be time-consuming and expensive to litigate
or settle, and could divert management attention from the execution of our
business plan.

UNEXPECTED COSTS OR DELAYS COULD MAKE OUR CONTRACTS UNPROFITABLE.

While we have many types of contracts, including time-and-materials contracts,
fixed-price contracts and contracts with features of both of these contract
types, the risks associated with all of these types of contracts are often
similar. When making proposals for engagements, we estimate the costs and timing
for completing the projects. These estimates reflect our best judgment regarding
the efficiencies of our methodologies and professionals as we plan to deploy
them on projects. Any increased or unexpected costs or unanticipated delays in
connection with the performance of these engagements, including delays caused by
factors outside our control, could make these contracts less profitable or
unprofitable, which would have an adverse effect on our profit margin.

                                      -15-
<PAGE>

OUR CONTRACTS CAN BE TERMINATED BY OUR CLIENTS WITH SHORT NOTICE.

Our clients typically retain us on a non-exclusive, engagement-by-engagement
basis, rather than under exclusive long-term contracts. A majority of our
consulting engagements are less than twelve months in duration. While our
accounting systems identify the duration of our engagements, these systems do
not track whether contracts can be terminated upon short notice and without
penalty. However, we estimate that the majority of our contracts can be
terminated by our clients with short notice and without significant penalty. The
advance notice of termination required for contracts of shorter duration and
lower revenue is typically 30 days. Longer-term, larger and more complex
contracts generally require a longer notice period for termination and may
include an early termination charge to be paid to us. Additionally, large client
projects involve multiple engagements or stages, and there is a risk that a
client may choose not to retain us for additional stages of a project or that a
client will cancel or delay additional planned engagements. These terminations,
cancellations or delays could result from factors unrelated to our work product
or the progress of the project, but could be related to business or financial
conditions of the client or the economy generally. When contracts are
terminated, we lose the associated revenues and we may not be able to eliminate
associated costs in a timely manner.

ANY ACQUISITION WE MAKE COULD DISRUPT OUR BUSINESS AND HARM OUR FINANCIAL
CONDITION.

Our strategy is to increase our revenues via organic growth of our current
products and services and the acquisition of complimentary companies and
technologies. Acquisitions entail a number of risks that could materially and
adversely affect our business and operating results including problems
integrating the acquired operations, technologies and products, potential loss
of key employees and difficulties in maintaining relationships with suppliers
and customers. Poor performance or failures of our affiliates or alliances could
have a material adverse impact on our growth strategy, which, in turn, could
adversely affect our financial condition and results of operations.

IF WE ACQUIRE ANY COMPANIES OR TECHNOLOGIES IN THE FUTURE, SUCH COMPANIES AND
TECHNOLOGIES COULD PROVE DIFFICULT TO INTEGRATE, DISRUPT OUR BUSINESS, DILUTE
STOCKHOLDER VALUE AND ADVERSELY AFFECT OUR OPERATING RESULTS.

We intend to acquire or make investments in complementary companies, businesses,
assets and technologies. We have not made any such acquisitions or investments
to date. Acquisitions and investments involve numerous risks, including:

         o        difficulties in integrating operations, technologies, services
                  and personnel;
         o        the diversion of financial and management resources from
                  existing operations;
         o        the risk of entering new markets;
         o        the potential loss of key employees; and
         o        the inability to generate sufficient revenue to offset
                  acquisition or investment costs.

In addition, if we finance any acquisitions by issuing convertible debt or
equity securities, our existing stockholders may be diluted which could affect
the market price of our stock. As a result, if we fail to properly evaluate and
execute any acquisitions or investments, our business and prospects may be
seriously harmed.

THE CONSULTING, TECHNOLOGY AND OUTSOURCING MARKETS ARE HIGHLY COMPETITIVE AND
THE PACE OF CONSOLIDATION, AS WELL AS VERTICAL INTEGRATION, AMONG COMPETITORS IN
THE MARKETS IN WHICH WE OPERATE CONTINUES TO INCREASE; WE MAY NOT BE ABLE TO
COMPETE EFFECTIVELY IF WE CANNOT EFFICIENTLY RESPOND TO THESE DEVELOPMENTS IN A
TIMELY MANNER.

The consulting, technology and outsourcing markets in which we operate include a
large number of participants and are highly competitive. Our primary competitors
include:

         o        consulting and other professional services firms;
         o        information technology services providers, including providers
                  of outsourcing services;
         o        application service providers; and
         o        professional services groups of packaged software vendors,
                  resellers and computer equipment companies.

In addition, a client may choose to use its own resources, rather than engage an
outside firm, for the types of services we provide.

Our marketplace is experiencing rapid changes in its competitive landscape. The
pace of consolidation among competitors in the markets in which we operate
continues, with vertical integration of hardware and software vendors and
service providers becoming more prevalent. Some of our competitors have sought
access to public and private capital and others have merged or consolidated with
better-capitalized partners. These changes may create more or larger and
better-capitalized competitors with enhanced abilities to compete for market
share generally and our clients specifically, in some cases, through significant
economic incentives to clients to secure contracts. These competitors may also
be better able to compete for skilled professionals by offering them large
compensation incentives. In addition, one or more of our competitors may develop
and implement methodologies that result in superior productivity and price


                                      -16-
<PAGE>

reductions without adversely affecting their profit margins. Many of our
competitors are taking greater advantage of the lower labor costs in certain
countries to allow them to reduce prices. Any of these circumstances may impose
additional pricing pressure on us, which would have an adverse effect on our
revenues, profit margin and financial condition.

IF WE ARE UNABLE TO ATTRACT, RETAIN AND MOTIVATE EMPLOYEES, WE WILL NOT BE ABLE
TO COMPETE EFFECTIVELY AND WILL NOT BE ABLE TO GROW OUR BUSINESS.

Our success and ability to grow are dependent, in part, on our ability to hire,
retain and motivate sufficient numbers of talented people with the increasingly
diverse skills needed to grow our business. The inability to attract qualified
employees to meet particular demands or the loss of a significant number of our
employees could have a material adverse effect on our revenues, gross margins
and operating income.

WE HAVE ONLY A LIMITED ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS,
WHICH ARE IMPORTANT TO OUR SUCCESS.

Our success depends, in part, upon our ability to protect our proprietary
methodologies and other intellectual property. Existing laws of some countries
in which we provide services or solutions may offer only limited protection of
our intellectual property rights. We rely upon a combination of trade secrets,
confidentiality policies, nondisclosure and other contractual arrangements, and
patent, copyright and trademark laws to protect our intellectual property
rights. The steps we take in this regard may not be adequate to prevent or deter
infringement or other misappropriation of our intellectual property, and we may
not be able to detect unauthorized use of, or take appropriate and timely steps
to enforce, our intellectual property rights.

OUR PROFITABILITY WILL SUFFER IF WE ARE NOT ABLE TO MAINTAIN OUR PRICING AND
UTILIZATION RATES AND CONTROL OUR COSTS

Our profit margin, and therefore our profitability, is largely a function of the
rates we are able to recover for our services and the utilization rate, or
chargeability, of our professionals. Accordingly, if we are not able to maintain
the pricing for our services or an appropriate utilization rate for our
professionals without corresponding cost reductions, our profit margin and our
profitability will suffer. The rates we are able to recover for our services are
affected by a number of factors, including:

         o        our clients' perceptions of our ability to add value through
                  our services;
         o        competition;
         o        introduction of new services or products by us or our
                  competitors;
         o        pricing policies of our competitors;
         o        the use of globally sourced, lower cost service delivery
                  capabilities within our industry; and
         o        general economic and political conditions.

Our utilization rates are also affected by a number of factors, including:

         o        seasonal trends, primarily as a result of our hiring cycle;
         o        our ability to transition employees from completed projects to
                  new engagements;
         o        our ability to forecast demand for our services and thereby
                  maintain an appropriate headcount in the appropriate areas of
                  our workforce; and
         o        our ability to manage attrition.

NEW ACCOUNTING PRONOUNCEMENTS MAY ALSO AFFECT WHEN AND HOW WE REPORT REVENUES
ASSOCIATED WITH CERTAIN OUTSOURCING ENGAGEMENTS.

New accounting pronouncements regarding revenue arrangements with multiple
deliverables, such as the outsourcing and consulting deliverables included in
certain business process outsourcing contracts may affect how we report revenues
in the future. Some revenues may be deferred to future periods that would have
been recognized currently under prior accounting pronouncements. In arrangements
with multiple deliverables, we will attempt to negotiate contract terms that
will result in recognizing consulting revenue when consulting services are
delivered, although we may not successfully negotiate such terms.

RISKS ASSOCIATED WITH OUR COMMON STOCK

THERE IS A LIMITED MARKET FOR OUR COMMON STOCK AND NO MARKET FOR OUR PREFERRED
STOCK

There is no public market for the Common or Convertible Preferred Stock of the
Company. The sale of the Convertible Preferred Stock is not being registered
under the Securities Act of 1933, as amended (the "Securities Act"), and the
Shares may not be resold or otherwise transferred unless they are subsequently
registered under the Securities Act and qualified under applicable state laws or
unless exemptions from registration and qualification are available.
Accordingly, purchasers may not be able to readily liquidate their investment.

                                      -17-
<PAGE>

Even if our common stock is registered under the Securities Act, it may be
thinly traded compared to larger more widely known companies. Thinly traded
common stock can be more volatile than stock trading in an active public market.
We cannot predict the extent to which an active public market for its common
stock will develop or be sustained. Further, there is no assurance that our
common stock may be listed on any stock exchange in the future making it very
difficult to sell our common stock.

OUR COMMON STOCK IS A "PENNY STOCK" WHICH MAY RESTRICT THE ABILITY OF
STOCKHOLDERS TO SELL OUR COMMON STOCK IN THE SECONDARY MARKET.

The Securities and Exchange Commission has adopted regulations which generally
define "penny stock" to be an equity security that has a market price, as
defined, of less than $5.00 per share, or an exercise price of less than $5.00
per share, subject to certain exceptions, including an exception of an equity
security that is quoted on a national securities exchange. Our common stock is
not now quoted on a national exchange but is traded on the OTC Bulletin Board.
Thus, broker-dealers who sell these securities are subject to sales practice
rules that impose additional requirements. For example, the broker-dealer must
make a special suitability determination for the purchaser of such securities
and have received the purchaser's written consent to the transactions prior to
the purchase. Additionally, the rules require the delivery, prior to the
transaction, of a disclosure schedule prepared by the Securities and Exchange
Commission relating to the penny stock market. The broker-dealer also must
disclose the commissions payable to both the broker- dealer and the registered
underwriter, and current quotations for the securities, and, if the
broker-dealer is the sole market maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market. Finally, among
other requirements, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. The "penny stock" rules, may restrict the
ability of our stockholders to sell our common stock and warrants in the
secondary market.

Stockholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i) control
of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) boiler room practices involving high-pressure sales tactics and
unrealistic price projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differential and markups by selling broker-dealers; and (v)
the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. Our
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our securities.

WE DO NOT INTEND TO PAY DIVIDENDS.

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain any future profits from operations to fund growth and
do not expect to pay any dividends in the foreseeable future.

PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW MAKE IT DIFFICULT FOR A
THIRD PARTY TO ACQUIRE OUR COMPANY AND COULD DEPRESS THE PRICE OF OUR COMMON
STOCK

Delaware law and our certificate of incorporation and bylaws contain provisions
that could delay, defer or prevent a change in control of our company or a
change in our management. These provisions could also discourage proxy contests
and make it more difficult for you and other stockholders to elect directors and
take other corporate actions. These provisions of our restated certificate of
incorporation include: authorizing our board of directors to issue additional
preferred stock, limiting the persons who may call special meetings of
stockholders, and establishing advance notice requirements for nominations for
election to our board of directors or for proposing matters that can be acted on
by stockholders at stockholder meetings.

We are also subject to certain provisions of Delaware law that could delay,
deter or prevent us from entering into an acquisition, including the Delaware
General Corporation Law, which prohibits a Delaware corporation from engaging in
a business combination with an interested stockholder unless specific conditions
are met. The existence of these provisions could limit the price that investors
are willing to pay in the future for shares of our common stock and may deprive
you of an opportunity to sell your shares at a premium over prevailing prices.

FUTURE SALES OF OUR COMMON STOCK MAY CAUSE OUR STOCK PRICE TO DECLINE.

The sale of a large number of shares of our common stock in the market after
this offering, or the belief that such sales could occur, could cause a drop in
the market price of our common stock. We currently have 139,076,174 shares of
common stock outstanding, of which approximately 126,000,000 shares are
"restricted securities", as that terms is defined in Rule 144 of the Securities
Act.

                                      -18-
<PAGE>

OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE
SIGNIFICANTLY

There has been a limited public market for our common stock and there can be no
assurance that a more active trading market for our common stock will develop.
An absence of an active trading market could adversely affect our shareholders'
ability to sell our common stock in short time periods, or possibly at all. Our
common stock has experienced, and is likely to experience in the future,
significant price and volume fluctuations, which could adversely affect the
market price of our common stock without regard to our operating performance. In
addition, we believe that factors such as quarterly fluctuations in our
financial results and changes in the overall economy or the condition of the
financial markets could cause the price of our common stock to fluctuate
substantially. We cannot predict the actions of market participants and,
therefore, can offer no assurances that the market for our stock will be stable
or appreciate over time.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures is being undertaken by our
management, under the supervision and with the participation of our chief
executive officer and principal financial and accounting officer, conducting 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 the outcome of this 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

On March 8, 2004, the Company acquired 100% of the assets and liabilities of
Brilliant Computers, a sole proprietorship existing under the laws of the state
of Florida. The terms of the transaction include cash payments over the next
three years of $118,600 and an equity component consisting of 1,300,000 shares
of the Company's stock valued at $236,670. The members' equity was valued at the
book value of the Company on the date of the merger. In exchange the assets and
certain liabilities were transferred to the Company. On September 30, 2004, the
company made the decision to divest itself of Brilliant Computers and a
settlement agreement with Brilliant Computers was executed on November 5, 2004.
The settlement voids the transaction of March 8, 2004 and returns all assets and
liabilities of Brilliant Computers. In addition, Brilliant computers will
receive payments totaling $70,000 over the next three months. In addition, the
payment of this sum in full will entitle Colmena Corp. to have the 1,879,713
shares of common stock outstanding and issued to Sales and Marketing Group of
South Florida be returned to the treasury of the company. This stock will be
held by an escrow agent until the monetary portion of the agreements has been
paid.

As of November 15, 2004, the Company is not a party to any legal proceedings.

ITEM 2. CHANGES IN SECURITIES

During the three months ended September 30, 2004, we issued shares of common
stock as follows:

On August 20, 2004, 1,500,000 shares of common stock were issued to the Edith
Shugarman Trust under a private placement agreement in which the company
received $15,000. 547,500 and 702,500 shares of common stock shown previously as
issuable were issued to the beneficiaries of such shares. 70,401,526 shares of
common stock were retired on August 20 in an exchange for convertible preferred
stock in the amount of 704,116 shares. 75,000,002 shares were issued to the
stockholders of NetWorth Systems as per the reverse merger. 6,500,000 shares of
common stock were issued to directors as compensation for the due diligence and
documentation associated with the reverse merger and a compensation expense of
$130,000 was recorded. 204,000 shares of common stock were issued to directors
and an officer for services rendered and a compensation of $4,080 was recorded.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

                                      -19-
<PAGE>

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits and Index of Exhibits

31.1     Certification of L. Joshua Eikov, Chief Executive Officer of Colmena
         Corp., Pursuant to Rule 13a-14(a) under the Securities Exchange Act of
         1934.*

31.2     Certification of April J. Green, Chief Financial Officer of Colmena
         Corp., Pursuant to Rule 13a-14(a) under the Securities Exchange Act of
         1934.*

32.1     Certification of L. Joshua Eikov, Chief Executive Officer of Colmena
         Corp., Pursuant to 18 U.S.C. Section 1350.*

32.2     Certification of April J. Green, Chief Financial Officer of Colmena
         Corp., Pursuant to 18 U.S.C. Section 1350.*

*Filed herewith.

(b) Reports on Form 8-K

8/20/2004         8-K Material tansaction close, change of fiscal year
10/15/2004        8-K/A Change of Auditor


                                      -20-
<PAGE>

                                   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:  November 15, 2004         By:  /s/ L. Joshua Eikov
                                  ------------------------
                                  L. Joshua Eikov, President,
                                  Chief Executive Officer and Director

Dated:  November 15, 2004         By:  /s/ April J. Green
                                  -----------------------
                                  April J. Green
                                  Chief Financial Officer


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