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

                                   FORM 10-QSB

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


            For the fiscal quarter ended:        December 31, 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 September 15, 2001, the issuer had  outstanding  19,975,212  shares of common
stock, $.001 par value per share.


<Page>



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


Page

PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

     Balance Sheet (Unaudited)
       As of December 31, 2000..............................................F1
     Statements of Operations (Unaudited)
         For the Three Months Ended December 31, 2000 and 1999..............F2
     Statements of Cash Flows (Unaudited)
         For the Three Months Ended December 31, 2000 and 1999..............F3

     Condensed Notes to Financial Statements.............................F4-F8

     Item 2 - Management's Discussion and Analysis and
              Plan of Operations...........................................3-5


PART II - OTHER INFORMATION

     Item 1 - Legal Proceedings..............................................6

     Item 2 - Changes in Securities and use of Proceeds......................6

     Item 3 - Default upon Senior Securities.................................6

     Item 4 - Submission of Matters to a Vote of Security Holders............6

     Item 5 - Other Information..............................................6

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

     Signatures..............................................................7




                                     Page 2
<Page>


                                  COLMENA CORP.
                                  BALANCE SHEET
                                December 31, 2000

                                   (Unaudited)


                                     ASSETS

CURRENT ASSETS:
    Cash                                                $                 348
                                                        ----------------------
     Total Current Assets                                                 348
                                                        ----------------------
     Total Assets                                       $                 348
                                                        ======================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts Payable and Accrued Expenses                 $           282,979
    Notes Payable                                                     100,000
    Guaranteed Loan                                                   331,000
    Due to Related Party                                               29,120
                                                         ---------------------
      Total Current Liabilities                                       743,099
                                                         ---------------------

STOCKHOLDERS' DEFICIT:
   Common Stock ($.01 Par Value;
    20,000,000 Shares Authorized;
    15,872,259 Shares Issued and Outstanding)                         158,723
   Common Stock Issuable, $.01 Par Value
    (8,670,552 Shares)                                                 86,705
   Additional Paid-in Capital                                      16,596,412
   Accumulated Deficit                                            (17,584,591)
                                                         ---------------------
     Total Stockholders' Deficit                                     (742,751)
                                                         ---------------------

     Total Liabilities and Stockholders' Deficit        $                 348
                                                        ======================


   The accompanying notes are an integral part of these financial statements


                                       F1
<Page>




                                  COLMENA CORP.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)




                                                  For the Three Months
                                                   Ended December 31,
                                        ---------------------------------------
                                              2000                  1999
                                        ----------------     ------------------

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

OPERATING EXPENSES:
  Compensation Expense                                -                     -
  Consulting                                     58,800               235,094
  Professional and Legal Fees                     2,115                     -
  Selling, General and Administrative             2,115                   221
                                        -----------------     -----------------
    Total Operating Expenses                     63,030               235,315
                                        -----------------     -----------------
LOSS FROM OPERATIONS                            (63,030)             (235,315)
                                        -----------------     -----------------

OTHER (EXPENSES):
  Interest Expense, net                         (16,500)              (16,500)
                                        ------------------    -----------------

TOTAL OTHER EXPENSES                            (16,500)              (16,500)
                                        ------------------    -----------------
NET LOSS                                $       (79,530)      $      (251,815)
                                        ==================    =================

BASIC AND DILUTED:
  Net Loss Per Common Share:            $         (0.01)      $         (0.02)
                                        ==================    =================
  Weighted Common Shares Outstanding         15,831,148            13,991,692
                                        ==================    =================

   The accompanying notes are an integral part of these financial statements


                                       F2
<Page>




                                  COLMENA CORP.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


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

                                             2000                    1999
                                       -----------------      -----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                           $       (79,530)       $       (251,815)
    Adjustments to Reconcile Net Loss
     To Net Cash Used in Operations

      Stock Options Issued to Consultants       43,800                 235,094
      Stock Based Settlement Expense            15,000                       -


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

Net Cash Flows Used in
 Operating Activities                           (4,230)                   (221)
                                       -----------------      -----------------


CASH FLOWS FROM FINANCING ACTIVITIES:
  Due to Shareholder                             2,500                      -
                                       -----------------      -----------------

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

Net Decrease in Cash                            (1,730)                   (221)

Cash - Beginning of Period                       2,078                   2,026
                                      ------------------     ------------------

Cash - End of Period                  $            348       $           1,805
                                      ==================     ==================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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

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

   The accompanying notes are an integral part of these financial statements



                                       F3
<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, 2000 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 three months ended December 31, 2000 are not  necessarily  indicative of the
results for the full fiscal year ending September 30, 2001.


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.  Yankee'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, 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.


                                       F4
<Page>



                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 2 - CONSULTING AGREEMENT

Consulting Agreement between Our Company and Yankees

As  consideration  for the  first  200 hours of  services  provided  (in lieu of
document license fees and required cash payments valued at $20,000), the Company
agreed  to issue to  Yankees  options  (designated  as the Class A  Options)  to
purchase shares of the Company's common stock at an aggregate  exercise price of
$40,000.  The  amount  of  underlying  shares  were  to be  equal  to 51% of the
Company's common stock at such time as exercise is completed. At the date of the
consulting agreement, 8,066,326 shares of common stock would have been issuable,
had the 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
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. 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  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 Yankee's services subject to certain
          limitations and/or approvals, as stipulated in the Agreement.


                                       F5

<Page>



                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 2 - CONSULTING AGREEMENT

Consulting Agreement between Our Company and Yankees

On January 4, 2000,  the  Agreement  was  amended a second  time to:  modify the
required  payments to Yankees based on the Yankee's  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  Yankee'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).

Subsequent  to the period end  December 31, 2000,  6,133,332  additional  shares
became  subject  to the  Class A  Option  rights,  resulting  in an  expense  of
$429,222.

NOTE 3 - 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  300,000 shares of common stock became
subject to the Yankees' warrants during the three months ended December 31, 2000
as a result of their  anti-dilutive  provisions.  The fair  value of the  option
adjustment  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 196%;  risk-free  interest rate of 5.0%, and an expected
life of 1 year. Accordingly, consulting expense of $43,800 was recognized during
the three months ended December 31, 2000 for the 300,000  shares  underlying the
Class A Option.

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.

NOTE 4-GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  Other than the  recently  initiated
consulting  activities,  the  Company  has no  other  business  operations,  has
recurring  losses,  and had a working  capital  deficiency  of  $742,751  and an
accumulated  deficit of $17,584,591 at December 31, 2000. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.



                                       F6
<Page>



                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 5 - SUBSEQUENT EVENTS

(A) 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 July 2001, 2,000,000 of the 8,670,552 common shares issuable were issued.

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.

During the period of June through August 2001 the company granted 437,281 common
shares  as  compensation  to  three  officers   pursuant  to  their   employment
agreements. Of this amount 258,501 were issued and 178,780 is issuable.

(B) Warrants and Options

Subsequent  to December 31, 2000,  the Company  issued  warrants for purchase of
6,133,332  shares of common stock to Yankees.  A consulting  expense of $429,222
was  recognized  subsequent to December 31, 2000 based on the fair value options
pricing method of SFAS 123.

The  Company  granted  options to  purchase  400,000  shares of common  stock to
directors and officers in January 2001, at an exercise price of $0.05 per share,
for services.  These warrants expire on December 31, 2002.  Compensation expense
will be recognized immediately based on the intrinsic value method under APB 25.

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
year  2000.  An  expense  of  $2,880  was  recognized  immediately  based on the
intrinsic value method under APB 25.

(C) Employment Agreements

Effective June 14, 2001, the Company  entered into an employment  agreement with
Edward Dmytryk (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.



                                       F7
<Page>



                                  COLMENA CORP.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


NOTE 5 - SUBSEQUENT EVENTS (Continued)

(C) Employment Agreements (Continued)

Effective June 14, 2001, the Company  entered into an employment  agreement with
Vanessa  Lindsey  (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  Kevin  Dornan 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.



                                       F8
<Page>



ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  AND PLAN 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.


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

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, 2001. 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, 2000 and is currently  working on the completion of its
quarterly  unaudited  financial  statements  on  Commission  Form 10-QSB for the
calendar quarters ended March 31, 2001 and June 30, 2001.  Additionally,  we are
currently working on the audit for our fiscal year ended September 30, 2001. Our
Company expects to have all delinquent  financial statements and reports current
and filed with the Commission prior to October 15, 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.

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.


                                     Page 3
<Page>



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

Plan of Operations (Continued)

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.

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.



                                     Page 4
<Page>




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

Plan of Operations (Continued)

Three months ended December 31, 2000 compared to three months ended December 31,
1999

Our Company  reported  net losses from  operations  for the three  months  ended
December 31, 2000 of $(79,530) and net loss from operations for the three months
ended  December 31, 1999 of $(251,815).  This  translates to a per-share loss of
$(0.01)  for the three  months  ended  December  31,  2000 and per share loss of
$(0.02) for the three months ended December 31, 1999.

Our Company had no revenues  for the three  months  ended  December 31, 2000 and
1999, respectively. Operating expenses decreased to $63,030 for the three months
ended  December  31, 2000 as compared to  $235,315  for the three  months  ended
December  31,  1999.  The  decrease  was due to the  decreased  consulting  fees
resulting from the issuance of common stock warrants,  which amounted to $58,800
and  $235,094   for  the  three  months  ended   December  31,  2000  and  1999,
respectively.

Net cash used in continuing  operations  was $(4,230) for the three months ended
December  31, 2000 as compared to $(221) for the three month ended  December 31,
1999.  The  difference  is due to the  increase in  professional  fees and other
expenses in connection with our SEC filings.

Net cash  provided  by  financing  activities  in the 2001  period was $2,500 as
compared to net cash used in  financing  activities  of $-0- in the 2000 period.
The difference was attributable to incrase in amounts due to a related party.

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

At  December  31,  2000,   our  Company  had  a   stockholders'   deficiency  of
approximately $742,751. 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.




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                           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, 2000.

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, 2000.

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, 2000.

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, 2000.

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, 2000.

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, 2000.

          (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.



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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:  September 26, 2001          By:  /s/ Edward C. Dmytryk/s/
                                             ----------------------------------
                                             Edward C. Dmytryk, President,
                                             Chief Executive Officer & Director




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