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

                                   FORM 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


            For the fiscal quarter ended:          December 31, 2001
            Commission file number:                          0-27842



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


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




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

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


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

                                  Yes X No ____

                         APPLICABLE TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practical date:

On  February 5, 2002,  the issuer had  outstanding  20,000,000  shares of common
stock, $.01 par value per share.




<PAGE>




                                  COLMENA CORP.
                                   FORM 10-QSB
                    QUARTERLY PERIOD ENDED December 31, 2001
                                      INDEX


                                                                       Page

PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

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

     Condensed Notes to Financial Statements............................. 6-10

     Item 2 - Management's Discussion and Analysis
              and Plan of Operation......................................10-14


PART II - OTHER INFORMATION

     Item 1 - Legal Proceedings.............................................15

     Item 2 - Changes in Securities and Use of Proceeds.....................15

     Item 3 - Default Upon Senior Securities................................15

     Item 4 - Submission of Matters to a Vote of Security Holders...........15

     Item 5 - Other Information.............................................16

     Item 6 - Exhibits and Reports on Form 8-K..............................16

     Signatures.............................................................16

     Exhibits............................................................17-42





                                       -2-


<PAGE>




                                  COLMENA CORP.
                                  BALANCE SHEET
                                December 31, 2001
                                   (Unaudited)



                                     ASSETS

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


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Convertible Bond Payable                                          $ 46,664
    Accounts Payable and Accrued Expenses                              454,182
    Notes Payable - Related Party                                       88,620
    Guaranteed Loan                                                    331,000
    Due to Related Party                                               128,944
                                                                 --------------

      Total Current Liabilities                                      1,049,410
                                                                 --------------

STOCKHOLDERS' DEFICIT:
    Common Stock ($.01 Par Value; 20,000,000 Shares Authorized;
       20,000,000 Shares Issued and Outstanding)                       200,000
    Common Stock Issuable, $.01 Par Value (11,480,677 Shares)          114,806
    Additional Paid-in Capital                                      17,290,114
    Accumulated Deficit                                            (18,654,330)
                                                                ---------------

        Total Stockholders' Deficit                                 (1,049,410)
                                                                ---------------

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




   The accompanying notes are an integral part of these financial statements.

                                       F-3


<Page>




                                  COLMENA CORP.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                      For the Three Months
                                                        Ended December 31,
                                                      ------------------------
                                                         2001           2000
                                                      ----------    ----------

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

OPERATING EXPENSES:
    Compensation Expense                                 56,644             -
    Consulting                                          116,963        58,800
    Professional and Legal Fees                          12,750         2,115
    Selling, General and Administrative                   4,676         2,115
                                                      ----------    ----------

        Total Operating Expenses                        191,033        63,030
                                                      ----------    ----------

LOSS FROM OPERATIONS                                   (191,033)      (63,030)
                                                      ----------    ----------


OTHER (EXPENSES):
    Settlement Expense                                  (30,915)            -
    Interest Expense, net                               (14,404)      (16,500)
                                                      ----------    ----------

TOTAL OTHER EXPENSES                                    (45,319)      (16,500)
                                                      ----------    ----------

NET LOSS                                             $ (236,352)    $ (79,530)
                                                     ===========   ===========


BASIC AND DILUTED:
      Net Loss Per Common Share:                        $ (0.01)    $   (0.01)
                                                     ===========   ===========

      Weighted Common Shares Outstanding             30,629,391    15,831,148
                                                     ===========   ==========


   The accompanying notes are an integral part of these financial statements.



                                       F-4


<Page>






                                  COLMENA CORP.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<Table>
                                                                             <S>                   <C>

                                                                       For the Three Months Ended December 31,
                                                                       --------------------------------------
                                                                              2001                 2000
                                                                       ------------------    ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                               $ (236,352)           $ (79,530)
  Adjustments to Reconcile Net Loss To Net Cash Used in Operations

      Stock Options and Warrants  Issued to Consultants                      86,963               43,800
      Stock Based Settlement Expense                                         30,915               15,000

      Increase in:
        Accounts Payable and Accrued Expenses                                53,425               16,500
                                                                         -----------            ---------

Net Cash Flows Used in Operating Activities                                 (65,049)              (4,230)
                                                                         -----------            ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from Note Payable - Related Party                               32,429
    Due to Shareholder                                                       32,598                2,500
                                                                         -----------            ---------

Net Cash Flows Provided by Financing Activities                              65,027                2,500
                                                                         -----------            ---------

Net Decrease in Cash                                                            (22)              (1,730)

Cash - Beginning of Period                                                       22                2,078
                                                                         ------------           ---------

Cash - End of Period                                                     $        -            $     348
                                                                         ============         ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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

NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Note Payable - Related Party Reclassified to Convertible Bond         $  40,000            $       -
                                                                          ===========          ===========

</Table>

   The accompanying notes are an integral part of these financial statements.


                                     F-5


<Page>



                                  COLMENA CORP.
                          NOTES TO FINANCIAL STATEMENTS




NOTE 1 - BASIS OF PRESENTATION

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

These  financial  statements  should be read in  conjunction  with the financial
statements for the year ended September 30, 2001 and notes thereto  contained in
the Report on Form 10-KSB of Colmena Corp.  ("our  Company" or "the Company") as
filed with the  Securities  and  Exchange  Commission  (the  "Commission").  The
results of  operations  for the three  months  ended  December  31, 2001 are not
necessarily  indicative of the results for the full fiscal year ending September
30, 2002.


NOTE 2 - CONSULTING AGREEMENT

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

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



                                       -6-

<Page>





                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 2 - CONSULTING AGREEMENT

Consulting Agreement between Our Company and Yankees

As  consideration  for the  first  200 hours of  services  provided  (in lieu of
document license fees and required cash payments valued at $20,000), the Company
agreed to issue to  Yankees a warrant  for  options  (designated  as the Class A
Options and  generically  referred to hereinafter  as "consultant  warrants") to
purchase shares of the Company's common stock at an aggregate  exercise price of
$40,000.  The  amount  of  underlying  shares  were  to be  equal  to 51% of the
Company's common stock at such time as exercise is completed. At the date of the
consulting agreement, 8,066,326 shares of common stock would have been issuable,
had the consultant warrants been exercised in full on such date. Any increase or
decrease in the  outstanding or reserved  shares would result in a corresponding
adjustment of the  consultant  warrants'  quantity and exercise price per share.
The consultant warrants were originally  exercisable from the 10th day until the
365th day following the effective date of a registration  statement to have been
filed with the Commission, registering the shares to be issued.

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

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

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

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

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

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

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

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




                                       -7-

<Page>




                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 2 - CONSULTING AGREEMENT

Consulting Agreement between Our Company and Yankees

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

On January 4, 2001,  an  additional  amendment  changed  the  consulting  fee to
$10,000 per month,  eliminating  hourly and document licensing fees, and changed
the  discounts  as noted in item  (a)(ii)  above to a  discount  of 10% from the
lowest  price at which  such  securities  are  offered to any other  person,  if
issuable  as free  trading  securities,  or a  discount  of 50% if  issuable  as
restricted securities, and it eliminated the 5% introduction fee. All provisions
from prior  agreements  regarding  issuance  of  warrants  remained  intact.  At
December 31, 2001, $120,000 was accrued and included in the due to related party
balance.

During the three months ended December 31, 2001, 3,091,485 additional consultant
warrants  were issued under the  anti-dilutive  provisions  and  1,545,753  were
considered  immediately  exercised,  resulting  in  issuable  common  shares.  A
consulting expense of $86,963 was recognized.

NOTE 3 - BOND PAYABLE

On December 31, 2001 (the "exchange date"), the Company issued a Class A Bond to
Yankees in exchange for the warrant  discussed in Note 2 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 warrant and promissory notes into the
Class A Bond.  The  Class A Bond is in the  principal  amount  of  $80,000  plus
interest accrued as of December 31, 2001 (total face value $86,664.18),  and has
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 is  secured  by all of our  Company's
assets,  and may be subdivided,  at Yankees'  option,  into two or more separate
obligations  in the principal  amount of at least $10,000 each. The Class A Bond
is convertible, at Yankees' option, into shares of the Company's securities such
that, upon complete  conversion,  the number of shares owned by Yankees shall be
equal to 75% of the Company's outstanding and reserved capital stock at the time
conversion  is  completed,  subject to  anti-dilutive  rights  for three  months
thereafter.  Conversion may be effected in whole or in part, and to date Yankees
has converted $40,000 in principal of the Class A Bond into approximately 40% of
the Company's  common stock.  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
will be considered a consulting expense pursuant to the consulting  agreement on
which the issuance of the prior warrants was based.




                                       -8-
<Page>




                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 4 - LOANS PAYABLE

On September  24, 2001,  the Company  entered into a $150,000  revolving  credit
agreement  with  Yankees . Each loan under the  agreement  shall 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  expires on  September  24,
2003,  subject  to  automatic  annual  renewal,  and  is  secured  by all of the
Company's  assets.  As of December 31, 2001, the Company  entered into two loans
under this credit agreement with an outstanding  principal  balance remaining of
$88,620.

NOTE 5 - COMMON STOCK TRANSACTIONS AND STOCK OPTIONS AND WARRANTS GRANTED

In connection with the consulting  agreement  between the Company and Yankees as
discussed in note 2 above, an additional 3,091,485 shares of common stock became
subject to the Yankees'  warrant during the three months ended December 31, 2001
as a result of the  anti-dilutive  provisions.  The fair value of the option was
estimated  on the date of grant using the  intrinsic  method of  option-pricing.
Accordingly,  consulting  expense of  $86,963  was  recognized  during the three
months ended December 31, 2001.  Since Yankees  previously paid for 50% of these
shares,  the Company  included  1,545,742  shares in common stock issuable as of
December 31, 2001.

As of May 2001,  the Company is  obligated  to issue  200,000  common  shares to
Anthony Q. Joffe, a former  president and current  chairman of the board,  under
his employment agreement,  which has terminated. On November 15, 2001, 24,788 of
the shares issuable under this agreement were issued.

In connection  with a settlement  agreement (see note 6), the Company will issue
to a prior consultant to the Company 1,030,495 shares of its common stock. As of
December 31, 2001,  these settlement  shares had not been issued.  In connection
with the settlement shares,  the Company recorded  settlement expense of $30,915
or $.03 per share,  which  represents the fair market value of the common shares
issuable as of the date of the  agreement.  These  shares are included in common
stock issuable at December 31, 2001 (see Note 6).

NOTE 6- SETTLEMENT AGREEMENT

On December 31, 2001, the Company's board of directors determined that it was in
the best  interests  of the Company to enter into a  settlement  agreement  with
Strategica  Services  Corporation (the "Settlement  Agreement" and "Strategica,"
respectively).  In exchange for the cancellation of any and all prior agreements
between  the  parties  and their  affiliates,  including  but not  limited to an
"Investment  Banking and  Advisory  Services  Agreement"  dated May 7, 1998 (the
"1998  Services  Agreement,"  discussed  more fully  below),  and subject to the
effectiveness  of a  sufficient  increase  in  capitalization  by the  Company's
stockholders,  the Company will issue Strategica  1,030,495 shares of its common
stock,  which will  represent 4.9% of the common stock  outstanding  immediately
after such issuance based on the 20,000,000 shares outstanding as of the date of
the Settlement Agreement (the "Strategica  Shares").  The Strategica Shares will
also  have  anti-dilution  rights  tied  proportionately  only  to the  class  A
convertible  bond held by the Yankee  Companies,  LLC.  (the  "Class A Bond" and
"Yankees,"  respectively)  upon  complete  conversion of the Class A Bond. As of
December  31,  2001,  the  settlement  shares had not been  issued and have been
included in common stock issuable (see note 5).



                                       -9-

<Page>



                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)



NOTE 6- SETTLEMENT AGREEMENT (Continued)

The Class A Bond,  in the  principal  amount of $80,000 plus  accrued  interest,
gives  Yankees the right to acquire up to 75% of the  Company's  authorized  and
reserved common stock (the "Yankees Shares"),  and the Strategica Shares will be
reduced below 4.9% only to the extent the Yankees  Shares are reduced below 75%,
and in direct proportion thereto.

The  Settlement  Agreement's  anti-dilution  terms  further  provide  that  upon
complete conversion of the Class A Bond and the payment of specified liabilities
of the  Company,  the  Strategica  Shares will not be diluted  below 2.5% of the
Company's then-outstanding common stock but that Strategica will have no further
anti-dilutive rights thereafter.

NOTE 7-GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  Other than the  recently  initiated
consulting  activities,  the  Company  has no  other  business  operations,  has
recurring  losses,  and had a working  capital  deficiency of $1,049,410  and an
accumulated  deficit of $18,654,330 at December 31, 2001. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.

NOTE 8-SUBSEQUENT EVENT

On January 2, 2002,  the Company  entered into a new $150,000  revolving  credit
agreement with a new entity,  The Yankee  Companies,  LLC. Under this agreement,
the Company may borrow up to a total of $150,000  between this agreement and the
previous  agreement of September 24, 2001 with the Yankee  Companies,  Inc. (see
Note 4) The September  24, 2001  agreement  remains open until  repayment of the
existing  promissory notes relating to that agreement;  however,  any additional
advances  will be made only under the new  agreement.  On January 31, 2002 there
was an outstanding balance due under the new Yankee Companies,  LLC agreement of
$24,000.

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

These  financial  statements  should be read in  conjunction  with the financial
statements for the year ended September 30, 2001 and notes thereto  contained in
the Report on Form 10-KSB of our Company as filed with the  Commission.   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.

In January 1999, our Company's board of directors signed a consulting  agreement
with  Yankees,  calling for Yankees to provide our Company with working  capital
and assistance in development and implementation of new strategic plans. Yankees
assisted  our Company in becoming  current in our  obligation  to file  periodic
reports under the Exchange Act. Yankees also assisted our Company in identifying
persons with claims and potential  claims against our Company and in negotiating
with them to amicably resolve such claims.



                                      -10-

<Page>





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

PLAN OF OPERATIONS

A number of claims against our Company and our Company's  divested  subsidiaries
identified by Yankees and amounting to approximately $234,000 have been amicably
resolved  through the issuance or  obligation to issue  approximately  4,605,506
shares of common stock through December 2001, with the notable  exception of the
arbitral  award in Deutsche  Financial  Services  Corporation  in the  principal
amount of $331,000  plus  interest at the per annum rate of prime plus 6.5% from
August 1, 1998, which,  unless current  settlement  negotiations are successful,
our Company  will either  contest or seek  relief  under  Chapter 11 of the U.S.
Bankruptcy Code (see Item 1 below, "Legal  Proceedings").  Yankees, on behalf of
our  Company,  is  currently  conducting  negotiations  with  certain  remaining
claimants  and has made  offers  of  settlement  for  claims.  While  management
believes that there is a reasonable likelihood that such settlement  discussions
will be successful, no assurances to that effect can be provided. As of February
7, 2002, we have identified the following claims on which we have pending offers
of settlement:



                                     Basis for      Amount           Compromise
Claimant                               Claim        of Claim          Offered
--------                             ---------      --------        ----------
Diners Club                            (1)          $  14,206.          (1)
Federal Express                        (2)          $   7,299.          (2)
Arent Fox, et. al.                     (3)          $  27,323.          (3)
Deutsche Financial Services Corp.      (4)          $ 331,000.          (4)
Prime Source Leasing Inc.              (5)          $  85,607.          (5)
----------

(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
     for  expenses  incurred  by Madhu  Sethi,  a former  officer  of one of our
     Company's  former  subsidiaries.  Our Company has offered  $1,400 to settle
     this claim.

(2)  Overnight  shipping costs incurred in 1998. Our Company has offered $750 to
     settle  this  claim.

(3)  Legal  fees for  services  on behalf of our  Company  during  1998-99.  Our
     Company has offered $2,750 or 364,300 shares of common stock to settle this
     claim.

(4)  Based on a guaranty by our Company on a promissory  note executed by one of
     our  divested  subsidiaries.  The  compromise  being  discussed is $100,000
     ($20,000 down and the remainder paid in 32 monthly  installments of $2,500)
     plus  2,500,000  shares of common stock The  arbitration  award in favor of
     Deutsche  Financial  is  discussed  more  fully in Part  II,  Item 1 below.
     Yankees has also  suggested to our Company  that if the Deutsche  Financial
     claim  is  not   resolved,   our  Company   should   consider   filing  for
     reorganization pursuant to Chapter 11 of the United States Bankruptcy Code,
     and aggressively  pursue any and all claims and counterclaims  available to
     our Company in such forum.

(5)  An allegedly  defaulted  promissory note. Our Company is actively  pursuing
     settlement  discussions,  but no definitive settlement offer has been made.
     There  is also a  contingent  third-party  claim  for  $80,000  by  General
     Electric  against our Company in this  litigation,  but management is still
     assessing the legal validity of this claim and no settlement offer has been
     made.

Except for recently initiated 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.




                                      -11-

<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 is expected to
involve  the  recruitment  and  supervision  of  professional  advisors  such as
attorneys, auditors, investment bankers, transfer agents, officers and directors
who have the desired  experience in operating  public  companies,  and access to
procedures  and policies that Yankees has made  available for use by our Company
in complying with federal and state securities and corporate laws.

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

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

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

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

THREE MONTHS ENDED DECEMBER 31, 2001 COMPARED TO THREE MONTHS
ENDED DECEMBER 31, 2000

Our Company  reported  net losses from  operations  for the three  months  ended
December  31,  2001 of  $(236,352)  and net loss from  operations  for the three
months ended December 31, 2000 of $(79,530). This translates to a per-share loss
of $(0.01) for the three months ended  December 31, 2001 and a per share loss of
$(0.01) for the three months ended December 31, 2000.





                                      -12-
<Page>




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

Our Company had no revenues  for the three  months  ended  December 31, 2001 and
2000,  respectively.  Operating  expenses  increased  to $191,033  for the three
months ended December 31, 2001 as compared to $63,030 for the three months ended
December  31,  2000.  The  increase  was due to the  increased  consulting  fees
resulting  from the  issuance  of  common  stock  warrants  and the  accrual  of
consulting fees to Yankees,  which aggregated $116,963 and $58,800 for the three
months   ended   December  31,  2001  and  2000,   respectively.   Additionally,
professional  fees were $12,750 for the three months ended  December 31, 2001 as
compared  to  $2,115  for  the  three  months  ended   December  31,  2000,  and
compensation  expense  increased to $56,644 for the three months ended  December
31, 2001 as compared to $0 for the three  months ended  December  31, 2000.  The
increase was due to increased  director  and officer  activities  related to the
restructuring of the Company.

During the three months ended December 31, 2001, we recorded  settlement expense
of $30,915 in connection with the future issuance of common shares.

No  additional  meaningful  comparisons  can be made for the three  months ended
December 31, 2001 as compared to the three months ended December 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

As of December  31,  2001,  our  Company  had  limited  cash on hand to meet our
obligations. Our Company has financed our operating activities through loans and
advances from Yankees.

At  December  31,  2001,   our  Company  had  a   stockholders'   deficiency  of
approximately  $1,049,410.  Our  Company's  future  operations  and  growth  are
dependent on our ability,  with the assistance of Yankees,  to raise capital for
expansion and to implement our strategic  plan. If our Company is not successful
in raising capital and in resolving the remaining  claims of certain  claimants,
or if the arbitral award in Deutsche Financial Services  Corporation were not to
be settled and were successfully reduced to a judgment, our Company may file for
reorganization pursuant to Chapter 11 of the United States Bankruptcy Code.

Net cash used in operations  was  $(65,049) for the three months ended  December
31, 2001 as compared to $(4,230) for the three  months ended  December 31, 2000.
The difference is due to the increase in  professional  fees and consulting fees
in connection with our Commission filings.

Net cash provided by financing  activities  for the three months ended  December
31, 2001 was $65,027 as compared to net cash provided by financing activities of
$2,500  for the three  months  ended  December  31,  2000.  The  difference  was
attributable to the increase in funding from a related party.

We currently have no material commitments for capital  expenditures.  Other than
advances  received  by  Yankees,  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,  which we
estimate to be  approximately  $135,000.  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.




                                      -13-
<Page>




RECENT ACCOUNTING PRONOUNCEMENTS

The  Financial  Accounting  Standards  Board has  recently  issued  several  new
accounting pronouncements that may apply to our Company.

Statement  No. 141  "Business  Combinations"  ("SFAS 141")  establishes  revised
standards for accounting for business combinations.  Specifically, the statement
eliminates the pooling method,  provides new guidance for recognizing intangible
assets  arising  in  a  business  combination,   and  calls  for  disclosure  of
considerably  more information about a business  combination.  This statement is
effective  for business  combinations  initiated  on or after July 1, 2001.  The
adoption of this pronouncement on July 1, 2001 did not have a material effect on
our Company's financial position, results of operations or liquidity.

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  accounting  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 Company  believes that the future
implementation of SFAS 142 on October 1, 2002 will not have a material effect on
our Company's financial position, 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").
Although 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 will not
have  a  material  effect  on  our  Company's  financial  position,  results  of
operations or liquidity.

Going Concern

The accompanying  financial  statements have been prepared assuming that the our
Company  will  continue  as a  going  concern.  Except  for  recently  initiated
consulting activities,  the Company has no other active business operations, has
recurring  losses,  had cash used in  operations  of  $65,049  in 2001 and had a
working  capital  deficiency  of  $1,049,410  and  an  accumulated   deficit  of
$18,654,330 at December 31, 2001. These conditions raise substantial doubt about
our Company's ability to continue as a going concern.

Our Company is taking  steps to address  this  situation,  however.  The Company
maintains an agreement  as a telephone  service  reseller  with  BellSouth,  our
application for a CLEC license in Florida should receive final approval in March
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 Yankees to fund  operations  until other income is derived from an
acquisition,  consulting activities,  or our telecommunications  resale licenses
and agreements.  No assurances can be provided,  however,  that such alternative
sources  will ever  generate  income or that  Yankees  will  continue to provide
loans.



                                      -14-
<Page>




                           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, 2001.

Item 2.        Changes in Securities and Use of Proceeds

               In connection with the consulting  agreement  between the Company
               and Yankees as discussed in note 2 above, an additional 3,091,485
               shares of common  stock became  subject to the Yankees'  warrants
               during the three  months  ended  December 31, 2001 as a result of
               their anti-dilutive provisions. The fair value of the warrant was
               estimated  on the date of grant  using  the  intrinsic  method of
               option-pricing.  Accordingly,  consulting  expense of $86,963 was
               recognized during the three months ended December 31, 2001.

               As of May 2001,  the Company is obligated to issue 200,000 common
               shares to  Anthony  Q.  Joffe,  a former  president  and  current
               chairman of the board, under his employment agreement,  which has
               terminated.  On November  15, 2001,  24,788 of the common  shares
               issuable under this agreement were issued.

               In  connection  with a  settlement  agreement  (see note 6),  the
               Company  will  issue  Strategica  1,030,495  shares of its common
               stock. As December 31, 2001, these settlement shares had not been
               issued.  In connection  with the settlement  shares,  the Company
               recorded  settlement  expense of $30,915 or $.03 per share, which
               represents the fair market value of the common shares issuable as
               of the date of the agreement. These shares are included in common
               shares issuable at December 31, 2001.

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, 2001.

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

               As permitted by Commission Rule 12b-23, the response to this item
               is incorporated by reference from the  corresponding  item in our
               Company's  report  of Form  10-KSB  for  the  fiscal  year  ended
               September 30, 2001.



                                      -15-
<Page>




Item 5.        Other Information

               As permitted by Commission Rule 12b-23, the response to this item
               is incorporated by reference from the  corresponding  item in our
               Company's  report  of Form  10-KSB  for  the  fiscal  year  ended
               September 30, 2001.

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

               (a)  Exhibits and Index of Exhibits

                    As permitted by Commission Rule 12b-23, the response to this
                    item is  incorporated  by reference  from the  corresponding
                    item in our  Company's  report of Form 10-KSB for the fiscal
                    year ended September 30, 2001.

              10.40 Loan  Agreement  between our  Company and Yankee  Companies,
                    LLC., dated January 2, 2002

               (b)  Reports on Form 8-K

                    Our  Company  filed a current  report on Form 8-K on January
                    15,  2002,  which  in  Items  5, we  reported  a  settlement
                    agreement  with  Strategica  and  a  Convertible   Debenture
                    between our Company and The Yankee Companies, LLC.


                                   SIGNATURES

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


                                                     COLMENA CORP.


Dated:  February 14, 2002            By:  /s/ Edward C. Dmytryk /s/
                                              Edward C. Dmytryk, President,
                                              Chief Executive Officer & Director

                                     By:  /s/ Adam Wasserman /s/
                                              Adam Wasserman
                                              Chief Accountant




                                      -16-