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

                                  FORM 10-QSB

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


                  For the fiscal quarter ended: March 31, 2002
                         Commission file number:0-27842


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

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

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

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


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

                                  Yes X No ____

                        APPLICABLE TO CORPORATE ISSUERS

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

     On May 15, 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 March 31, 2002

                                      INDEX


                                                                           Page
PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements

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

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

   Item 2 - Management's Discussion and Analysis and Plan of
            Operation.....................................................10-13


PART II - OTHER INFORMATION

   Item 1 - Legal Proceedings................................................13

   Item 2 - Changes in Securities and Use of Proceeds.....................13-14

   Item 3 - Default Upon Senior Securities...................................14

   Item 4 - Submission of Matters to a Vote of Security Holders...........14-15

   Item 5 - Other Information................................................15

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

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



                                     Page 2
<Page>



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


                                     ASSETS


Total Assets                                                    $             0
                                                                ================
       LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Convertible Bond Payable                                      $        46,664
  Accounts Payable and Accrued Expenses                                 474,637
  Loans Payable - Related Party                                         152,287
  Guaranteed Loan                                                       331,000
  Due to Related Party                                                  118,123
                                                                ----------------
    Total Current Liabilities                                         1,122,711

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 (13,026,419 Shares)             130,263
  Additional Paid-in Capital                                         17,274,657
  Accumulated Deficit                                               (18,727,631)

                                                                ----------------
    Total Stockholders' Deficit                                      (1,122,711)

    Total Liabilities and Stockholders' Deficit                 $             0
                                                                ================




                                     Page 3
<Page>


                                  COLMENA CORP.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<Table>
<S>                                                     <C>                   <C>                        <C>                   <C>
                                                       For the Three Months                             For the Six Months
                                                           Ended March 31,                                Ended March 31,
                                          ------------------------------------------------------------------------------------------
                                                     2002                    2001                    2002                   2001
                                               --------------          --------------------------------------          -------------

REVENUES                                        $         0             $         0             $         0             $         0
                                                ------------            ------------            ------------            ------------
OPERATING EXPENSES:
  Compensation Expense                               47,600                       0                 104,244                       0
  Consulting                                         30,000                  30,000                 146,963                  88,800
  Professional and Legal Fees                         4,552                   8,570                  17,302                  10,685
  Selling, General and Administrative                 2,365                     756                   7,041                   2,871
                                                ------------            ------------            ------------            ------------
    Total Operating Expenses                         84,517                  39,326                 275,550                 102,356
                                                ------------            ------------            ------------            ------------
LOSS FROM OPERATIONS                                (84,517)                (39,326)               (275,550)               (102,356)
                                                ------------            ------------            ------------            ------------


OTHER INCOME (EXPENSES):
  Settlement Income (Expense)                        25,094                       0                  (5,821)                      0
  Interest Expense, net                             (13,878)                (16,500)                (28,282)                (33,000)
                                                ------------            ------------            ------------            ------------
TOTAL OTHER INCOME (EXPENSES)                        11,216                 (16,500)                (34,103)                (33,000)
                                                ------------            ------------            ------------            ------------

NET LOSS                                        $   (73,301)            $   (55,826)            $  (309,653)            $  (135,356)
                                                ============            ============            ============            ============

BASIC AND DILUTED:
  Net Loss Per Common Share:                    $     (0.00)            $     (0.00)            $     (0.01)            $     (0.01)
                                                ============            ============            ============            ============
  Weighted Common Shares Outstanding             30,898,215              15,872,259              30,898,215              15,851,703
                                                ============            ============            ============            ============

</Table>


                                     Page 4
<Page>


                                  COLMENA CORP.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<Table>
<S>                                                                           <C>                    <C>
                                                                            For the Six Months Ended March 31,
                                                                          -------------------------------------
                                                                                2002                 2001
                                                                          -----------------    ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                                               $  (309,653)         $   (135,356)
   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                                   73,880                33,001
                                                                          -----------          -------------

Net Cash Flows Used in Operating Activities                                  (117,895)              (43,555)
                                                                          -----------          -------------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from Loans Payable - Related Party                                  96,096                     -
  Due to Related Party                                                         21,777                41,680
                                                                          -----------          -------------

Net Cash Flows Provided by Financing Activities                               117,873                41,680
                                                                          -----------          -------------
Net Decrease in Cash                                                              (22)               (1,875)

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

Cash - End of Period                                                      $         -          $        203
                                                                          ===========          =============

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>

                                     Page 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,  as amended,  of Colmena Corp.  ("our Company" or the
"Company")  as  filed  with  the   Securities  and  Exchange   Commission   (the
"Commission"). The results of operations for the six months ended March 31, 2002
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.

As  consideration  for the  first  200 hours of  services  provided  (in lieu of
document license fees and required cash payments valued at $20,000), the Company
agreed to issue to  Yankees  options  (designated  as the  Class A  Options  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  was  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.


                                     Page 6
<Page>


                                  COLMENA CORP.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CONSULTING AGREEMENT

Consulting Agreement between Our Company and Yankees

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 under SEC
                    Rule 144, 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.

On January 4, 2000,  the Agreement was amended to: modify the required  payments
to Yankees based on the 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 remain intact. At March 31,
2002, $150,000 was accrued and included in the due to related party balance.

In connection with the consulting  agreement between the Company and Yankees, an
additional  3,091,485  shares of common  stock  became  subject to the  Yankees'
warrants  during  the six  months  ended  March  31,  2002 as a result  of their
anti-dilutive  provisions.   Accordingly,  consulting  expense  of  $86,963  was
recognized during the six months ended March 31, 2002. Since Yankees  previously
paid for 50% of these shares,  the Company  included  1,545,742 shares in common
stock issuable as of March 31, 2002.


                                     Page 7
<Page>

                                  COLMENA CORP.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 3 - BOND PAYABLE

On December 31, 2001 (the `exchange date'), the Company issued a Class A, Series
A,  Convertible Bond (the "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 March 31, 2002, 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 the  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 will 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.

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 will be due one year from
the date of the loan and bears  interest  at an  annualized  rate of 2% over the
prime rate  charged  during the period by  Citibank,  N.A.  and is payable  upon
demand  after the one year term.  The line of credit  expires on  September  24,
2003,  subject  to  automatic  annual  renewal,  and  is  secured  by all of the
Company's  assets.  As of March 31, 2002, the Company entered into several loans
under this credit  agreement.  Additional  borrowing under the revolving  credit
agreement  aggregated  $39,668 during the quarter ended March 31, 2002. At March
31, 2002, the total outstanding principal balance was $128,287.

On March 28,  2002,  the Company  borrowed an  aggregate of $24,000 from related
parties.  Each  promissory  note is 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 loans are secured by the Company's assets. As of March 31, 2002, the Company
entered into two loan agreements with an aggregate outstanding principal balance
of $24,000.


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' warrants during the six months ended March 31, 2002 as a
result of their  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 six months
ended March 31, 2002. Since Yankees previously paid for 50% of these shares, the
Company included 1,545,742 shares in common stock issuable as of March 31, 2002.

As of May 2001, the Company  became  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.  As of March 31, 2002,
175,212 shares remain issuable.

In connection with a settlement agreement (see note 6), the Company will issue a
prior  consultant to the Company  1,030,495  shares of its common  stock.  As of
March 31, 2002, 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 during the quarter ended December 31, 2001,  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 March 31, 2002.


                                     Page 8
<Page>

                                  COLMENA CORP.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 6 - SETTLEMENT AGREEMENT (Continued)

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,  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 Bond  held  by the  Yankee  Companies,  LLC  upon  complete
conversion of the Class A Bond. As of March 31, 2002, the settlement  shares had
not been issued and have been  included in common stock  issuable  (see note 5).
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.

On March 6, 2002, the Company entered into a settlement  agreement with a vendor
and paid $2,750 in full settlement of debt. In connection with this  settlement,
the Company recorded settlement income of $25,094 during the quarter ended March
31, 2002.

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 day-to-day business operations,
has recurring losses,  and had a working capital deficiency of $1,122,711 and an
accumulated  deficit of $18,727,631 at March 31, 2002.  These  conditions  raise
substantial doubt about the Company's ability to continue as a going concern.

NOTE 8 - SUBSEQUENT EVENT

On May 1, 2002,  the Company  entered into a settlement  agreement with Deutsche
Financial Services Corporation  ("Deutsche").  Deutsche's claim was for $331,000
plus interest at the per annum rate of prime plus 6.5% since August 1, 1998, and
was based on a guaranty by the Company of a promissory  note  executed by one of
our divested  subsidiaries.  In exchange for the parties' general release of all
claims and obligations up to the date of the agreement, Deutsche has received an
initial payment of $20,000 as of the filing of this report, and is to receive an
additional  $2,500 (plus interest at the per annum rate of U.S. prime) per month
for 32 months  beginning June 15, 2002 and ending January 15, 2005 (an aggregate
additional  amount  of  $80,000  plus  interest).  Deutsche  will  also  receive
2,500,000  shares of restricted  common  stock,  to be issued within 10 business
days of the  effectiveness  of the  increase in  capitalization  approved by the
Company's shareholders at its recent Annual Meeting.

On May 10, 2002,  the Company  ratified a series of  amendments to the Company's
certificate of incorporation, which included the following:

    (a)   increased  the  authorized  common  stock  from  20,000,000  shares to
          650,000,000 shares, with a par value of $0.01 per share

    (b)   Authorized 10,000,000 additional shares as preferred stock, with a par
          value of $0.001,  and with all the preferences and  characteristics to
          be determined by the board of directors on a case-by-case  basis prior
          to issuance.


                                     Page 9
<Page>



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  identifying  persons with claims and  potential  claims
against our  Company  and in  negotiating  with them to  amicably  resolve  such
claims.

PLAN OF OPERATIONS

Almost all claims and  potential  claims  against our Company and our  Company's
divested  subsidiaries  identified  by Yankees and  amounting  to  approximately
$234,000  have been  amicably  resolved  through the  issuance of  approximately
3,575,011  shares of common stock through  March 2002. As a material  subsequent
event, two additional claims (involving  Deutsche  Financial  Services and Prime
Source  Leasing)  have now been  settled  (see  Part  II,  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 offers will be accepted,  no assurances to that effect can be provided.  As
of May 15,  2002,  we have  identified  the  following  claims  on which we have
pending offers of settlement:

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


(1)  On March 14, 2001, the circuit court for Palm Beach County, Florida entered
     a final judgement in favor of Citicorp Diners Club in the amount of $14,206
     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.

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.

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.


                                    Page 10
<PAGE>



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.

SIX MONTHS ENDED MARCH 31, 2002 COMPARED TO SIX MONTHS ENDED MARCH 31, 2001

Our Company  reported net losses from  operations for the six months ended March
31, 2002 of  $(309,653)  and net loss from  operations  for the six months ended
March 31, 2001 of $(135,356). This translates to a per-share loss of $(0.01) for
the six months  ended March 31, 2002 and a per share loss of $(0.01) for the six
months ended March 31, 2001.

Our Company had no  revenues  for the six months  ended March 31, 2002 and 2001,
respectively.  Operating expenses increased to $275,550 for the six months ended
March 31, 2002 as compared to $102,356  for the six months ended March 31, 2001.
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  $146,963  and $88,800 for the six months ended March 31, 2002
and 2001, respectively. Additionally, professional fees were $17,302 for the six
months  ended March 31,  2002 as  compared  to $10,685 for the six months  ended
March 31,  2001,  and  compensation  expense  increased  to $104,244 for the six
months  ended March 31,  2002 as compared $0 for the six months  ended March 31,
2001. The increase was due to increased  director and officer activities related
to the restructuring of the Company. During the six months ended March 31, 2002,
we  recorded  settlement  expense of $5,821  consisting  of  $30,915  settlement
expense  in  connection  with the future  issuance  of common  shares  offset by
settlement income of $25,094.

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

LIQUIDITY AND CAPITAL RESOURCES

As of  March  31,  2002,  our  Company  had  limited  cash on  hand to meet  our
obligations. Our Company has financed our operating activities through loans and
advances from Yankees.

At March 31,  2002,  our Company had a  stockholders'  deficit of  approximately
$1,122,711.  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.


                                    Page 11
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On May 1, 2002,  our Company  entered into a settlement  agreement with Deutsche
Financial Services Corporation  ("Deutsche").  Deutsche's claim was for $331,000
plus interest at the per annum rate of prime plus 6.5% since August 1, 1998, and
was based on a guaranty by our Company of a promissory  note  executed by one of
our divested  subsidiaries.  In exchange for the parties' general release of all
claims and obligations up to the date of the agreement, Deutsche has received an
initial payment of $20,000 as of the filing of this report, and is to receive an
additional  $2,500 (plus interest at the per annum rate of U.S. prime) per month
for 32 months  beginning June 15, 2002 and ending January 15, 2005 (an aggregate
additional  amount  of  $80,000  plus  interest).  Deutsche  will  also  receive
2,500,000  shares of restricted  common  stock,  to be issued within 10 business
days of the  effectiveness  of the  increase in  capitalization  approved by our
Company's shareholders at its Annual Meeting.

Net cash used in operations  was  $(117,895)  for the six months ended March 31,
2002 as compared to  $(43,555)  for the six months  ended  March 31,  2001.  The
difference is primarily due to the increase in professional  fees and consulting
fees in connection with our Commission  filings.  Net cash provided by financing
activities  for the six months  ended March 31, 2002 was $117,873 as compared to
net cash  provided by financing  activities  of $41,680 for the six months ended
March 31, 2001. 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.  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.

RECENT ACCOUNTING PRONOUNCEMENTS

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  accounted  for
subsequent  to their  initial  recognition.  Generally,  intangible  assets with
indefinite  lives, and goodwill,  are no longer  amortized;  they are carried at
lower of cost or market and subject to annual impairment evaluation,  or interim
impairment  evaluation if an interim  triggering event occurs,  using a new fair
market value  method.  Intangible  assets with finite lives are  amortized  over
those lives,  with no stipulated  maximum,  and an impairment  test is performed
only when a triggering event occurs.  This statement is effective for all fiscal
years  beginning  after December 15, 2001. The 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-Live
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.

                                    Page 12
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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 $117,895 for the six months
ended March 31, 2002,  had a working  capital  deficiency of  $1,122,711  and an
accumulated  deficit of $1,122,711  at March 31, 2002.  These  conditions  raise
substantial doubt about our Company's ability to continue as a going concern.

Our Company is taking  steps to address  this  situation,  however.  Our Company
maintains an agreement  as a telephone  service  reseller  with  BellSouth,  our
application for an ALEC license in Florida  received final approval in May 2002,
and   management   looks   to   expand   on  such   operations,   or   locate  a
merger/acquisition  candidate. In the meantime, management will continue to rely
on loans from Yankees to fund  operations  until other income is derived from an
acquisition, consulting activities, or our telecommunications resale license and
agreements.  No  assurances  can be  provided,  however,  that such  alternative
sources  will ever  generate  income or that  Yankees  will  continue to provide
loans.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     On May 1, 2002,  our  Company  entered  into a  settlement  agreement  with
Deutsche Financial Services Corporation  ("Deutsche").  Deutsche's claim was for
$331,000  plus interest at the per annum rate of prime plus 6.5% since August 1,
1998,  and was based on a guaranty by our Company of a promissory  note executed
by one of our  divested  subsidiaries.  In  exchange  for the  parties'  general
release of all claims and obligations up to the date of the agreement,  Deutsche
has received an initial payment of $20,000 as of the filing of this report,  and
is to receive an additional  $2,500 (plus interest at the per annum rate of U.S.
prime) per month for 32 months  beginning  June 15, 2002 and ending  January 15,
2005 (an aggregate  additional  amount of $80,000 plus interest).  Deutsche will
also receive 2,500,000 shares of restricted common stock, to be issued within 10
business days of the effectiveness of the increase in capitalization approved by
our  Company's  shareholders  at its Annual  Meeting (see below).  A copy of the
settlement  agreement is filed as an exhibit to this report and is  incorporated
herein by reference in accordance with Commission Rule 12b-23.

     On May 13,  2002,  our Company  also  settled the claims  asserted by Prime
Source Leasing Inc. ("Prime Source") and General Electric Capital Corp.  ("GE").
Prime  Source had sued GE for,  among other  things,  $80,000 on a  stop-payment
check,  and GE has asserted a contingent  third-party  claim against our Company
for that amount.  In addition,  Prime Source had asserted a direct claim against
our  Company,  alleging  good  sold and  failure  to pay a  promissory  note for
$85,605.07,  plus interest since November 30, 1998 and  attorney's  fees.  Prime
Source and GE settled their primary  claim,  and so the  contingent  third-party
claim against our Company will be dismissed.  In addition,  our Company  settled
its direct  dispute with Prime Source.  In exchange for a general  release,  our
Company  will issue Prime Source  1,000,000  shares of  restricted  common stock
within 30 days,  and these  parties  will then  dismiss all claims  against each
other with prejudice, each party to bear its own costs and fees.

Item 2.  Changes in Securities

     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 March 31,
2002 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.


                                    Page 13
<Page>


     In connection  with a settlement  agreement  (See note 6), the Company will
issue Strategica  1,030,495 shares of its common stock. As March 31, 2002, 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 March 31,
2002.

     On May 14, 2002, our Company's board of directors  adopted a certificate of
designation  for 1,000,000  shares of the 10,000,000  shares of preferred  stock
authorized  by the  shareholders  at the Annual  Meeting  (the  "Certificate  of
Designation").  A copy of the  Certificate of Designation is filed as an exhibit
to this  report and is  incorporated  herein by  reference  in  accordance  with
Commission  Rule 12b-23.  Subject to the  effectiveness  of the  Certificate  of
Amendment  authorizing  such  preferred  stock,  the  Certificate of Designation
designates 1,000,000 shares as "Class A Non-Voting, Convertible Preferred Stock"
(the  "Preferred  Stock").  The holder of shares of the Preferred  Stock will be
entitled to all dividends declared by the board of directors at a rate per share
100 times that paid per share of common  stock,  and will be entitled to convert
each  share of  Preferred  Stock  for 100  shares of common  stock  (subject  to
adjustment upon the occurrence of certain events as specified in the Certificate
of  Designation),  but only to the extent that the aggregate number of shares of
common  stock held by the holder (and any other person with whom the holder must
aggregate  shares for  purposes of  Commission  Rule 144) is less than 5% of our
Company's outstanding common stock so that the holder will not be deemed to have
"control"  within  the  meaning  of  Commission  Rule 405.  The  Certificate  of
Designation further provides: (1) for liquidation rights that treat one share of
Preferred  Stock as if it were 100  shares of  common  stock in the event of the
liquidation,  dissolution  or winding up of our Company;  (2) that the Preferred
Stock will have no voting rights;  and (3) that no holder of Preferred Stock may
serve as an officer or director of our Company,  or serve in any  capacity  with
our Company that would render such person a "control  person" within the meaning
of the Securities Act or the Exchange Act.

     On May 14, 2002,  and subject to the  effectiveness  of the  certificate of
Amendment  and the  Certificate  of  Designation,  our Company  entered  into an
"Exchange  Agreement" with the Calvo Family Spendthrift Trust ("CFST"),  whereby
the CFST will exchange all of its shares of our Company's  common stock which it
holds in excess of one share less than 5% of our  Company's  outstanding  common
stock (currently  20,000,000) for shares of our Company's  non-voting  Preferred
Stock (as discussed in the preceding  paragraph).  The exchange will be effected
in reliance on the exemption from  registration  provided by Section  3(a)(9) of
the Securities Act and Section 517.061(6) of the Florida Securities and Investor
Protection  Act.  Pursuant to the  Exchange  Agreement,  the CFST will  exchange
2,756,251 of the 3,756,250  shares of common stock it currently holds for 27,563
shares of the non-voting  Preferred Stock. The Exchange Agreement is filed as an
exhibit to this report and is  incorporated  herein by reference  in  accordance
with Commission Rule 12b-23.

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.

     On May 10, 2002, our Company held its Annual Meeting of  Stockholders  (the
"Annual Meeting") in Boca Raton, Florida, pursuant to the notice provided in the
Definitive  Schedule 14C filed with the Commission on April 11, 2002, and mailed
to all stockholders of record on April 12, 2002. At the Annual Meeting,  after a
quorum was validly established, the shareholders took the following actions: (1)
ratified the reactivation of our Company's  corporate  charter;  (2) elected the
following  seven  directors:  Anthony Q. Joffe;  Edward C.  Dmytryk;  Vanessa H.
Lindsey;  Charles J. Champion;  Robert S. Gigliotti;  Lawrence Van Etten; and G.
Richard Chamberlin;  (3) ratified the appointment of Salberg & Company,  P.A. as
our Company's independent accountants;  (4) approved a written compensation plan
for directors;  (5) approved a  non-qualified  stock option and stock  incentive
plan for use in compensating  officers and employees of our Company during 2002;


                                    Page 14
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(6)  ratified  a  series  of  amendments  to  our   Company's   certificate   of
incorporation  (a copy of the Certificate of Amendment being filed as an exhibit
to  this  report  and  incorporated  herein  by  reference  in  accordance  with
Commission Rule 12b-23): (a) limiting and clarifying our Company's purposes; (b)
increasing our  authorized  common stock from  20,000,000  shares to 650,000,000
shares,  with a par  value  of  $0.01  per  share;  (c)  authorizing  10,000,000
additional shares as preferred stock,  with a par value of $0.001,  and with all
the preferences and  characteristics  to be determined by the board of directors
on a  case-by-case  basis prior to issuance and subject to the  requirements  of
Sections  103,  151 and 102  (4) of  Delaware's  General  Corporation  Law;  (d)
authorizing the board of directors,  without further shareholders  approval,  to
amend the certificate of incorporation from time to time for specified purposes;
(e)  establishing  the  required  quorum for  future  stockholders  meetings  at
one-third  of the shares  entitled to vote;  (f) adopting  traditional  Delaware
corporate  provisions relating to compromise and arrangement;  and (g) providing
for the automatic expiration of the term of any director who fails to maintain a
certain level of  attendance at regular or special  meetings of the board and of
any board  committee  on which the  member  sits;  (7)  ratified  an  additional
amendment to the certificate of incorporation,  effecting a reverse split of our
Company's  common  stock on the basis of between 1 share for every 5 shares held
and 1 share for every 20 shares  held,  with a resulting  par value per share of
between $0.05 and $0.20, to be filed by the board at a time the board deems most
appropriate to the needs of our Company and authorizing the board to abandon the
amendment at any time before it becomes effective;  and (8) approved a series of
shareholders  proposals offered at the Annual Meeting: (a) authorizing the board
to  acquire  one or more  businesses  during  the  next 4 fiscal  quarters;  (b)
authorizing  the board  during  the next 4 fiscal  quarters  to  dispose  of any
investments and  subsidiaries our Company may have; (c) authorizing the board to
finalize settlements with our Company's  creditors,  restructure any settlements
to date,  and to  negotiate  to  obtain  any  funds  required  to carry out such
settlements;  (d)  ratifying  and  confirming  all  settlements  that  have been
negotiated  with  creditors,  and  authorizing  the board to finalize  currently
contemplated settlements;  (e) authorizing the board to adopt an insider trading
policy  for our  Company;  (f)  authorizing  the board to change  our  Company's
domicile  to one in  which  it is  easier  for the  stockholders  to  amend  our
Company's  corporate  charter  without  prior  approval  by the  board;  and (g)
authorizing the board to appoint a select committee to recommend a change in the
name of the corporation,  which the board may adopt without further  shareholder
approval.  The  shareholders  also approved an amendment to Article I, Section 6
(a) of our  Company's  by-laws,  setting the  required  quorum for  shareholders
meetings  at no  less  than  one-third  of the  shares  entitled  to vote at the
meeting,  to make the by-laws  consistent with the newly-adopted  Certificate of
Amendment.

Item 5.  Other Information

     On April 8, 2002, the Florida Public Service  Commission (the "PSC") issued
our Company  Certificate No. 8047,  authorizing us to provide  Alternative Local
Exchange  Telecommunications  ("ALEC")  services in the State of Florida.  Under
Florida law,  the basic local  telecommunications  services  provided by an ALEC
must include access to operator services, "911" services, and relay services for
the hearing impaired. The PSC issued a final consummating order on May 6, 2002.

     On May 10,  2002,  our  Company  signed a  renewal  of our  agreement  with
BellSouth Telecommunications,  Inc. ("BellSouth"). When signed by BellSouth, the
agreement will be for a term of three (3) years (with any renewal  thereof to be
negotiated  at least six to nine  months in  advance  of  expiration),  and will
authorize our Company to resell BellSouth retail telecommunications services and
products in Florida,  as well as in eight other  states  provided we receive the
necessary  regulatory  permits and licenses to operate in those states (Alabama,
Georgia, Kentucky,  Louisiana,  Mississippi,  North Carolina, South Carolina and
Tennessee).  BellSouth's  services  will  be  made  available  to  our  Company,
according to a schedule of discounts  that vary from state to state as set forth
in the agreement, for resale by our Company to end users. The BellSouth services
available  to our  Company  for  resale  include  all of the  telecommunications
services BellSouth makes available pursuant to its "General  Subscriber Services
Tariff" and "Private Line Services  Tariff,"  unless any  exclusions  apply in a
given  state,  and include  business and  residential  service as well as mobile
services  (where  not  excluded).  After  it is  fully  executed,  a copy of the
agreement will be filed as an exhibit to a subsequent report.



                                    Page 15
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     On May 10,  2002,  our  Company's  board  of  directors  met and  took  the
following actions: (a) elected Anthony Q. Joffe as President and Chief Executive
Officer;   Vanessa  H.   Lindsey  as  Vice   President,   Secretary   and  Chief
Administrative   Officer;   Adam  Wasserman  as  Chief  Financial   Officer  and
Controller;  and Kevin W. Dornan,  Esq. as General  Counsel;  (b)  appointed the
following  directors  to  committees  of the board:  Anthony  Joffe and  Vanessa
Lindsey to the Executive Committee;  independent  directors Charles Champion and
Robert  Gigliotti to the Audit  Committee;  and outside  directors  Lawrence Van
Etten,  G. Richard  Chamberlin,  and Bob Gigliotti to the 2002 Stock Option Plan
Committee;  (c)  adopted  an  insider  trading  policy  for  all  employees  and
independent  contractors of our Company,  a copy of which is filed as an exhibit
to this  report and is  incorporated  herein by  reference  in  accordance  with
Commission  Rule 12b-23,  warning all such persons of the illegality of "insider
trading" and "tipping" and  requiring  them to maintain any material,  nonpublic
information  they may be privy to as  confidential in accordance with regulation
FD,  Section  243.100(b)(2)(ii),  and to refrain from  trading in our  Company's
securities  while in possession of any such  information  until it has been made
public; and (d) entered into an agreement with Yankees,  our Company's strategic
consultant, to control the use of material nonpublic information (the "Nonpublic
Information Agreement").  A copy of the Nonpublic Information Agreement is filed
as an exhibit to this report, is incorporated  herein by reference in accordance
with  Commission  Rule  12b-23,  and is  designed to ensure that our Company and
Yankees are in continuing  full  compliance  with Regulation FD. Our Company has
agreed to provide  Yankees  with  prompt  written  notice  whenever  it provides
Yankees with material nonpublic information, and Yankees agrees to maintain such
information  in  confidentiality  pursuant to  Regulation  FD,  Section  243.100
(b)(2)(ii),  for at least  forty-eight  hours and to refrain from trading in our
Company's  securities,  until such  information has been made public through our
Company's  issuance  of a  press  release  or an  appropriate  filing  with  the
Commission.  This  agreement is intended to  supplement,  and not  replace,  our
Company's and Yankees'  existing  obligations under federal and state securities
laws.

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 ende d September 30, 2001, except for the follow
exhibits:

    3.7        Certificate of Amendment to Certificate of Incorporation

    3.8        Certificate of Designation

    10.41      Amended engagement agreement with Kevin W. Dornan

    10.42      Engagement agreement with Adam Wasserman

    10.43      Settlement agreement with Duetsche Financial Services Corporation

    10.44      Agreement to Control Use of Material Inside Information,  between
               the Company and Yankees, dated May 10, 2002.

    10.45      Policy on Insider Trading

    10.46      Exchange  Agreement  with the  Calvo  Family  Family  Spendthrift
               Trust, dated May 15, 2002.

    10.47      Settlement Agreement with Arent Fox.

(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 the 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:  May 15, 2002             By:  /s/ Anthony Q. Joffe /s/
                                          Anthony Q. Joffe, President,
                                          Chief Executive Officer and Director

Dated:  May 15, 2002             By:  /s/ Adam Wasserman
                                          Adam Wasserman
                                          Chief Financial Officer and Controller

                                    Page 16

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