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, 2000
                        Commission file number: 0-27842

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

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

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

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

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

                                    Yes No X

                         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 August  15,  2001,  the issuer had  outstanding  19,716,711  shares of common
stock, $.001 par value per share.


<PAGE>



                                  COLMENA CORP.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED MARCH 31, 2000
                                      INDEX


Page

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

         Balance Sheet (Unaudited)
                  As of March 31, 2000....................................... 3
         Statements of Operations (Unaudited)
                  For the Six and Three Months Ended March 31, 2000 and 1999..4
         Statements of Cash Flows (Unaudited)
                  For the Six Months Ended March 31, 2000 and 1999............5

         Condensed Notes to Financial Statements...........................6-11

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations....................................................12-15


PART II - OTHER INFORMATION

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

         Item 2 - Changes in Securities .....................................15

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

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

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

         Item 6 - Exhibits and Reports on Form 8-K...........................15

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

                                       2


<PAGE>

                                  COLMENA CORP.
                                  BALANCE SHEET
                                 March 31, 2000
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS:

    Cash                                                 $            1,703
                                                        ----------------------

      Total Current Assets                                            1,703
                                                        -----------------------

      Total Assets                                       $            1,703
                                                        ======================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

    Accounts Payable and Accrued Expenses               $           237,646
    Notes Payable                                                   100,000
    Guaranteed Loan                                                 331,000
    Due to Shareholder                                                3,700
                                                        -----------------------

        Total Current Liabilities                                   672,346
                                                        ---------------------


STOCKHOLDERS' DEFICIT:

    Common Stock ($.01 Par Value; 20,000,000 Shares Authorized;
       14,702,770 Shares Issued and Outstanding)                    147,028
    Additional Paid-in Capital                                   16,472,475
    Accumulated Deficit                                         (17,290,146)
                                                           --------------------

        Total Stockholders' Deficit                                (670,643)
                                                           ---------------------
        Total Liabilities and Stockholders' Deficit      $            1,703
                                                          ======================


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

                                       3
<PAGE>

                                COLMENA CORP.
                           STATEMENTS OF OPERATIONS
                                 (Unaudited)

<TABLE>
<S>                                                        <C>                                  <C>
                                                         For the Three                          For the Six
                                                             Months                                Months
                                                          Ended March                           Ended March
                                                              31,                                   31,
                                                    2000              1999                 2000              1999
                                                 -------------------------------------------------------------------
REVENUES                                         $     -              $      -          $      -           $      -

COST OF SALES                                          -                     -                 -                  -
                                                 --------------------------------------------------------------------
GROSS PROFIT                                           -                     -                 -                  -
                                                 --------------------------------------------------------------------

OPERATING EXPENSES:
    Compensation Expense                           5,490                     -             5,490                  -
    Consulting                                    82,779             1,497,738           317,873            1,497,738
    Professional and Legal Fees                        -                 6,776                 -                6,776
    Selling, General and Administrative           30,196                 2,309            30,417                2,318
                                                ---------------------------------------------------------------------
        Total Operating Expenses                 118,465             1,506,823           353,780            1,506,832
                                                ---------------------------------------------------------------------
 LOSS FROM OPERATIONS                           (118,465)           (1,506,823)         (353,780)          (1,506,832)
                                                ---------------------------------------------------------------------

OTHER (EXPENSES):
    Interest Expense, net                        (16,500)              (8,688)           (33,000)             (17,375)
                                                ----------------------------------------------------------------------

TOTAL OTHER EXPENSES                             (16,500)              (8,688)           (33,000)             (17,375)
                                                ------------------------------------------------------------------------
LOSS FROM CONTINUING OPERATIONS                 (134,965)          (1,515,511)          (386,780)          (1,524,207)

LOSS FROM DISCONTINUED OPERATIONS
   Loss From Operations                                -             (10,907)                  -             (104,818)
   Loss on Disposal                                    -            1,509,495                  -             1,488,225
                                                ------------------------------------------------------------------------
TOTAL LOSS FROM DISCONTINUED OPERATIONS                -            1,498,588                  -             1,383,407

NET LOSS                                       $(134,965)          $  (16,923)          $(386,780)         $ (140,800)
                                                =======================================================================

BASIC AND DILUTED:
    Net Loss Per Common Share:
       Loss from Continuing Operations         $   (0.01)          $   (0.18)            $  (0.03)         $    (0.19)
       Loss from Discontinued Operations               -                0.17                    -               (0.17)
                                                ----------------------------------------------------------------------
                                               $    (0.1)          $   (0.00)               (0.03)              (0.02)
                                                =======================================================================
    Weighted Common Shares Outstanding          14,123,133           8,563,914           14,058,143           8,148,285
                                                =======================================================================
</TABLE>

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

                                       4
<PAGE>
                                  COLMENA CORP.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<S>                                                                                  <C>                <C>
                                                                                    For the Six Months Ended March 31,
                                                                                    -----------------------------------
                                                                                      2000             1999
                                                                                    -----------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss from Continuing Operations                                             $ (386,780)     (1,524,207)
    Adjustments to Reconcile Net Loss from Continuing Operations to Net Cash
        Used in Continuing Operations:
           Depreciation and Amortization                                                     -           3,000
           Impairment Loss on Marketable Securities                                          -           3,400
           Exercise of Warrants                                                              -          13,179
           Stock Warrants issued to Consultants and Directors                          350,957       1,497,738

           (Increase) Decrease in:
              Accounts Receivable                                                            -           9,664
              Other Current Assets                                                           -           4,377

           Increase (Decrease) in:
              Cash Overdraft                                                                 -        (84,386)
              Accounts Payable and Accrued Expenses                                     33,000       (383,227)
                                                                                       -------------------------

Net Cash Flows Used in Continuing Operations                                           (2,823)       (460,462)
                                                                                       -------------------------

    Income from Discontinued Operations                                                     -        1,383,407
       Changes in Net Asset and Liabilites of Discontinued Operations                       -         (549,226)
                                                                                       -------------------------
Net Cash Flows Provided by Discontinued Operations                                          -          834,181
                                                                                       -------------------------
Net Cash Flows Provided by (Used in) Operating Activites                               (2,823)         373,719
                                                                                       -------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of Property and Equipment                                                   -           (3,000)
                                                                                       -------------------------
Net Cash Flows Used in Investing Activities                                                 -           (3,000)
                                                                                       -------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from Issuance of Notes Payable - Related Parties                               -          (84,842)
    Proceeds from Issuance of Notes Payable - Non-Related Parties                           -         (287,131)
    Due to Shareholder                                                                   2,500          (3,179)
                                                                                       -------------------------
Net Cash Flows Provided by (Used in) Financing Activities                                2,500        (375,152)
                                                                                       -------------------------
Net Decrease in Cash                                                                     (323)          (4,433)

Cash - Beginning of Period                                                               2,026           6,287
                                                                                       -------------------------
Cash - End of Period                                                                $    1,703      $    1,854
                                                                                     ============================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:


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

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Equipment Repossessed in Exchange for Note Payable                                  $    275,000    $       -
                                                                                     ============================
</TABLE>

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

                                       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, 1999 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 results of operations for
the six  months  ended  March 31,  2000 are not  necessarily  indicative  of the
results for the full fiscal year ending September 30, 2000.

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 by and  between  the  Company  and  the  Yankee
Companies,  Inc. (the "Consultant"),  a Florida  corporation.  The Agreement was
established  for a term of 730 days from the Effective  Date and will 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 the Consultant were agreed to be the services,  on a reasonable,  as
required, basis, consistent with the Consultant's other business activities. The
Consultant's  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,  the Consultant agreed to be responsible
for  administering  the expenditure of the proceeds  derived by the Company from
the  exercise  of  options  that  were  given to the  Consultant  as part of its
compensation  for the services  rendered  (see below) in order to implement  the
strategic  plans  developed by the  Consultant  and to settle and  discharge the
corporate  obligations of the Company.  In this role,  the Consultant  agreed to
establish and operate bank accounts for the Company,  using such  signatories as
the Consultant deems appropriate.


                                       6
<Page>

                                 COLMENA CORP.
                   NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 2 - CONSULTING AGREEMENT

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

     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 within the first 365 days of the Agreement (the "Initial  Term")
to the Consultant options (designated as the Class A Options) to purchase shares
of the Company's  common stock at an aggregate  exercise  price of $40,000 in an
amount 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 Class A Options been exercised in full
on such date.  Any increase or decrease in the  outstanding  or reserved  shares
would result in a corresponding adjustment of the options' quantity and exercise
price per share.  The options may be exercised from the 10th day until the 365th
day following the Effective Date. As a material  subsequent  event,  the term of
the  Class A Options  was  amended  on  January  2, 2000 to extend  the term for
exercise to the later of December 31, 2002 or the 100th day  following  the date
the Company becomes current in its SEC filings under the 1934 Exchange Act.

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

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

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

          (ii)      if equity  funding is  provided  through  Consultant  or its
                    affiliates,  a  discount  of 10% from the bid  price for the
                    subject  equity  securities,  if  issuable  as free  trading
                    securities,  or a discount of 50%, 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 the Consultant;

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

     (c)  If the  Consultant  arranges for an  acquisition  by the Company,  the
          Consultant shall be entitled to 10% of the consideration paid for such
          acquisition.  In  addition,  the Company will be  responsible  for the
          payment   of  all  costs  and   disbursements   associated   with  the
          Consultant's 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 the Yankee Companies, Inc.

     On January 4, 2000,  the Agreement was amended a second time to: modify the
required  payments to the Consultant based on the  Consultant's  standard hourly
rates,  by permitting  the  Consultant to accept payment in capital stock at the
conversion  rate of 50% of the fair  market  value of such stock;  increase  the
Consultant's  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, a third amendment changed the consulting fee to $10,000
per month,  eliminating hourly and document licensing fees (a material reduction
in historical payments). All provisions from prior agreements regarding issuance
of warrants remain intact.

     Subsequent  to the  period  end March 31,  2000,  3,208,440  and  5,833,332
additional  shares  became  subject  to the  warrants  issued to the  Consultant
documenting its Class A Option rights in 2000 and 2001,  resulting in an expense
of $114,252 and $460,000, respectively.

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

     In connection  with the  consulting  agreement  between the Company and the
Consultant  as discussed in note 2 above,  an  additional  17,806,134  shares of
common stock became subject to the Yankees' warrants during the six months ended
March 31, 2000 as a result of their anti- dilutive provisions. The fair value of
the option  grant was  estimated  on the date of grant  using the  Black-Scholes
option-pricing  model  with the  following  assumptions:  dividend  yield of 0%;
expected  volatility of 158%;  risk-free  interest rate of 5.1%, and an expected
life of 1 year.  Accordingly,  consulting  expense of  $317,873  was  recognized
during the six months ended March 31, 2000 for the 17,806,134 warrants issued.

     On January 14, 2000 (the  "Settlement  Date"),  the Company settled various
disputes  with an  individual  who was owed legal fees from one of the Company's
divested  subsidiaries  by issuing  34,000  shares of its common  stock.  A $510
expense was recorded on the  Settlement  Date based on the trading  price of the
common stock.  The expense  represents the write-off of the amount due from that
subsidiary to settle its obligation.

     On March 17, 2000 (the  "Settlement  Date"),  a vendor who  provided  legal
services to a divested  subsidiary of the Company was issued 677,087  restricted
shares of common  stock of the  Company.  The Company  recognized  an expense of
$27,083 based on the trading price of the common stock on the  Settlement  Date.
The expense  represents  a write-off  of the amount due from that subsidiary  to
settle its obligation.

                                       8
<Page>
                                 COLMENA CORP.
                   NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 3 - COMMON STOCK TRANSACTIONS AND STOCK OPTIONS AND WARRANTS
         GRANTED (Continued)

     The Company granted  options to purchase  296,000 shares of common stock to
directors and officers in January 2000 at an exercise  price of $0.02 per share,
expiring  December 2002. A compensation  expense of $4,440 was recognized  under
the intrinsic value method of APB 25.

     The Company  granted options to purchase 70,000 shares of common stock to a
director in March 2000 at an exercise price of $0.05 per share, expiring January
2002. A compensation  expense of $1,050 was recognized under the intrinsic value
method of APB 25.

NOTE 4-GOING CONCERN

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  Except  for  recently  initiated
consulting activities,  the Company has no other active business operations, has
recurring  losses,  and had a working  capital  deficiency  of  $670,643  and an
accumulated  deficit of $17,290,146 at March 31, 2000.  These  conditions  raise
substantial doubt about the Company's ability to continue as a going concern.

     The Company  maintains a license as a telephone  service reseller with Bell
South  and  management  looks  to  expand  on  such  operations,   or  locate  a
merger/acquisition candidate.

NOTE 5 - SUBSEQUENT EVENTS

(A)  Bell South Agreement

     In November 1999, the Company  entered into a two-year  agreement with Bell
     South  Telecommunications,  Inc. to become an  alternative  local  exchange
     telecommunications  company ("CLEC") in stipulated  states. The Company has
     not activated its service and has no obligation  under the agreement  until
     usage begins.

(B)  Common Stock Issuances

     On May 4, 2000,  200,000  common  shares  were issued  under an  employment
     agreement and on May 4, 2001, another 200,000 were issuable.

     On May 11,  2000 (the  "Settlement  Date"),  the  Company  settled  various
     disputes with an individual by issuing  136,147 of its common  shares.  The
     Company  recorded an expense of $4,084  based on the  trading  price of the
     common shares on the Settlement Date.

     On May 31,  2000  (the  "Settlement  Date"),  the  Company  entered  into a
     settlement with a creditor of one of its divested subsidiaries. The Company
     issued  533,333  shares of its common  stock.  An  expense  of $24,000  was
     recognized  based  on  the  trading  price  of  the  common  shares  on the
     Settlement  Date.  The expense  represents  the write-off of the amount due
     from that subsidiary to settle its obligation.

     In October  2000,  200,000  common  shares were issued  under a  consulting
     agreement.  An expense of $4,000 was recognized  based on the trading price
     on the vesting date.

     On November 8, 2000 (the "Settlement  Date"),  the Company became obligated
     to issue  100,000 of its common  shares  under a court  ordered  settlement
     stipulation.  The shares were physically  issued in February 2001 to settle
     an  obligation  of Tio Mariano  Cigar Corp.,  a divested  subsidiary of the
     Company,  and any other  unknown  obligations  of the Company.  The Company
     recorded a $15,000  expense  based on the trading price of the common stock
     on the Settlement Date. The expense  represents the write-off of the amount
     due from that subsidiary to settle its obligation.

                                       9
<Page>

                                 COLMENA CORP.
                   NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 5 - SUBSEQUENT EVENTS (Continued)

(B)  Common Stock Issuances

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

     In September 2000, 2,000,000 common stock warrants were exercised,  but not
     issued until July 2001.

(C)  Warrants and Options

     Subsequent to March 31, 2000, in fiscal years 2000 and 2001,  respectively,
     the Company  issued a warrant for  purchase of  3,208,440  shares of common
     stock and a warrant for purchase of  5,833,332  shares of common stock to a
     consultant A consulting  expense of $114,252 and $460,000 was recognized in
     2000 and 2001, respectively, based on the fair value options pricing method
     of SFAS 123.

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

(D)  Employment Agreements

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

                                       10
<Page>


                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 5 - SUBSEQUENT EVENTS (Continued)

(D)  Employment Agreements

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

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

     The Company anticipates borrowing funds for required payments from Yankees.

                                       11
<PAGE>

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

Overview

     The following  discussion  should be read in conjunction with our Company's
audited financial statements and the more detailed information contained in Part
I, Item 1 of this report. During November of 1997, our Company became engaged in
the business of  marketing  and  distributing  long-distance  telephone  service
calling cards and in the  manufacture and  distribution  of premium  hand-rolled
cigars,  in each case through wholly owned  subsidiaries.  During March of 1999,
our Company's board of directors concluded negotiations to divest our Company of
all of its  wholly  owned  subsidiaries  positioning  itself  to  undertake  new
business endeavors or to become a more attractive acquisition candidate.

Plan of Operations

     During  January  of  1999,  our  Company's  board  of  directors  signed  a
consulting  agreement  with Yankees,  calling for Yankees to provide our Company
with working  capital and assistance in development  and  implementation  of new
strategic  plans.  Yankees  has been  concentrating  on  meeting  our  Company's
obligation to file periodic reports under the Exchange Act, including completing
the audit of our financial  statements  for the fiscal year ended  September 30,
2000.  Additionally,  Yankees  assisted our Company in identifying  persons with
claims and potential  claims  against our Company and to negotiate  with them to
amicably resolve such claims.

     Our Company has  completed the audit of its  financial  statements  for the
fiscal year ended  September 30, 1999 and is currently  completing the quarterly
unaudited  financial  statements  required  in  order to  complete  and file its
delinquent  reports on Commission  Form 10-QSB for the calendar  quarters  ended
December 31, 2000, June 30, 2000 and 2001,  March 31, 2001 and the audit for its
fiscal year ended  September  30,  2000.  Our  Company  expects to have all such
financial  statements and reports filed with the  Commission  prior to September
30, 2001.

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

                                       12
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ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION  AND
         RESULTS OF OPERATIONS (Continued)

Plan of Operations (Continued)

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

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

Consulting Activities

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

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

     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.

                                       13
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ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION  AND
         RESULTS OF OPERATIONS (Continued)

Plan of Operations (Continued)


     Our  Company  does not yet  have any  consulting  clients,  although  it is
discussing  such  possibility  with one company in the  wireless  communications
industry.

     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, 2000 compared to six months ended March 31, 1999

     Prior  to  the  discontinuation  of  past  operations,   substantially  all
financial  activity during fiscal 1998 was a result of business conducted in the
marketing and distributing of long-distance telephone service calling cards. Our
Company  reported net losses from  operations for the six months ended March 31,
2000 of $(386,780)  and net loss from  operations for the six months ended March
31, 1999 of $(1,524,207). This translates to a per-share loss of $(0.03) for the
six months ended March 31, 2000 and per share loss of $(0.19) for the six months
ended  March  31,  1999.   Additionally,   our  Company   reported  income  from
discontinued operations for the six months ended March 31, 1999 of $1,383,407 or
$.17 per share. Our Company had no loss from discontinued  operations during the
six months ended March 31, 2000.

     Our  Company had no  revenues  for the six months  ended March 31, 2000 and
1999, respectively.  Operating expenses decreased to $353,780 for the six months
ended March 31, 2000 as compared to  $1,506,832  for the six months  ended March
31, 1999. The decrease was due to the decreased  consulting  fees resulting from
the issuance of common stock warrants, which amounted to $317,873 and $1,497,738
for the six months ended March 31, 2000 and 1999, respectively.

     Net cash used in investing  activities in the 2000 period was $-0- compared
to net cash used in  investing  activities  of $3,000 in the 1999  period.  This
difference was related to the purchase of equipment.

     Net cash provided by financing  activities in the 2000 period was $2,500 as
compared  to net cash  used in  financing  activities  of  $375,152  in the 1999
period. The difference was attributable to reduction of notes payables in 1999.

     No additional  meaningful  comparisons can be made for the six months ended
March 31, 2000 as compared to the six months ended March 31, 1999

                                       14
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ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION  AND
         RESULTS OF OPERATIONS (Continued)

Six months ended March 31, 2000 compared to six months ended March 31, 1999

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

Year 2000 Compliance

     As of the date this  report  was to have been  filed  with the  Commission,
there were serious  concerns about the effects the transition  from the 1900s to
the 2000s  would  have on  computer  programs  designed  to ignore the first two
digits of each year in determining operating periods.

     No material Year 2000 problems  occurred as a result of the transition from
the 1900s to the 2000s on  computer  programs  designed  to ignore the first two
digits of each year in determining operating periods.

     At  March  31,  2000,  our  Company  had  a  stockholders'   deficiency  of
approximately $670,643. Our Company's future operations and growth are dependent
on our ability,  with the assistance of Yankees,  to raise capital for expansion
and to implement our strategic plan. If our Company is not successful in raising
capital and in resolving the remaining  claims of certain  claimants,  or if the
arbitral  award  in  Deutsche  Financial   Services   Corporation  vs.  Business
Technology  Systems,  Inc., Ila Sethi, Madhu Sethi,  Richard C. Peplin, Jr., and
Colmena Corporation,  were successfully  reduced to a judgment,  our Company may
file for  reorganization  pursuant to Chapter 11 of the United States Bankruptcy
Code. Our Company has no other material commitments for capital expenditures.

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, 1999.

Item 2.   Changes in Securities

          As permitted by Commission  Rule 12b-23,  the response to this item is
          incorporated by reference from the corresponding item in our Company's
          report of Form 10-KSB for the fiscal year ended September 30, 1999.

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, 1999.

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, 1999.

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, 1999.

                                       15
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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, 1999.

          (b)  Reports on Form 8-K

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

                                   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:  August 27, 2001             By:  /s/ Edward C. Dmytryk /s/

                                             Edward C. Dmytryk, President,
                                             Chief Executive Officer & Director


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