SEC 873 (5/99) Potential  persons  who  are  to  respond  to the  collection  of
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               unless the form displays a currently valid OMB control number.

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                                December 31, 2001
                Date of Report (Date of earliest reported event)


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


                                    Delaware
                  (State or other jurisdiction of incorporation


                                     0-27842
                            (Commission File Number)


                                   54-1778587
                        (IRS Employer Identification No.)


        Crystal Corporate Center, 2500 North 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


                                (Not Applicable)
          (Former name or former address, if changed since last report)

                                     Page 1


<PAGE>



                 CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor" for  forward-looking  statements.  Certain of the  statements  contained
herein,  which are not historical  facts,  are  forward-looking  statements with
respect to events,  the  occurrence of which  involve  risks and  uncertainties.
These  forward-looking   statements  may  be  impacted,   either  positively  or
negatively,  by various factors.  Information  concerning potential factors that
could affect the  Registrant is detailed  from time to time in the  Registrant's
reports  filed  with the  Commission.  This  report  contains  "forward  looking
statements" relating to the Registrant's current expectations and beliefs. These
include statements concerning operations,  performance,  financial condition and
anticipated  growth.  For this purpose,  any statements  contained in this 8-KSB
that are not  statements  of  historical  fact are  forward-looking  statements.
Without limiting the generality of the foregoing,  words such as "may",  "will",
"expect", "believe", "anticipate", "intend", "could", "estimate", or "continue",
or the  negative  or other  variation  thereof  or  comparable  terminology  are
intended to  identify  forward-looking  statements.  These  statements  by their
nature  involve  substantial  risks  and  uncertainties  which  are  beyond  the
Registrant's  control.  Should  one or  more of  these  risks  or  uncertainties
materialize or should the Registrant's  underlying  assumptions prove incorrect,
actual outcomes and results could differ  materially from those indicated in the
forward looking statements.



                       INFORMATION INCLUDED IN THE REPORT


ITEM 5.   OTHER EVENTS AND REGULATION FD DISCLOSURE.

      A.  Settlement Agreement with Strategica Services Corporation

     On December 31, 2001, the Registrant'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).  The Settlement Agreement is filed as an exhibit to
this report.  In exchange for the  cancellation of any and all prior  agreements
between  the  parties  and their  affiliates,  including  but not  limited to an
"Investment  Banking and  Advisory  Services  Agreement"  dated May 7, 1998 (the
"1998  Services  Agreement,"   discussed  more  fully  below,  attached  to  the
Settlement  Agreement  as  exhibit 1 and  previously  filed as an exhibit to the
Registrant's  Form 10-KSB for the year ended September 30, 1998), and subject to
the effectiveness of a sufficient increase in capitalization by the Registrant's
stockholders,  the  Registrant  will issue  Strategica  1,030,495  shares of its
common  stock,  which  will  represent  4.9%  of the  common  stock  outstanding
immediately after such issuance based on the 20,000,000 shares outstanding as of
the date of the Settlement Agreement (the "Strategica  Shares").  The Strategica
Shares  will also have  anti-dilution  rights tied  proportionately  only to the
class A convertible bond held by the Yankee  Companies,  LLC (the "Class A Bond"
and  "Yankees,"  respectively)  (see Item 5.B  immediately  below) upon complete
conversion of the Class A Bond.  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  Registrant'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
Registrant  (as  set  forth  in  exhibit  2  to  the  Settlement  Agreement),the
Strategica   Shares  will  not  be  diluted  below  2.5%  of  the   Registrant's
then-outstanding   common  stock  but  that  Strategica  will  have  no  further
anti-dilutive rights thereafter.

     The purpose of the Settlement Agreement was, in part, to nullify any rights
or obligations under the 1998 Services  Agreement.  The 1998 Services  Agreement
was  entered  into with  Strategica  and a  related  company  called  Strategica
Financial  Corp.  ("Financial  Corp.") for a term ending on April 30, 2003.  The
services to have been provided by Services Corp. or, at its option, by Financial
Corp.  primarily  consisted  of:  (i)  providing  advice to the  Registrant  and
assisting the Registrant with contract  negotiations,  business strategies,  and
any required  regulatory  filings;  (ii)  providing the  Registrant  with advice
relating to financing  options;  (iii) advising the  Registrant  with respect to
potential public offerings and private  placements of equity or debt securities;
(iv) assisting the Registrant in preparing any required offering documents;  (v)
assisting the Registrant in identifying  potential equity and/or debt investors;
(vi)  providing  advice to the  Registrant  with respect to potential  marketing
strategies, mergers,  other acquisitions,  reorganizations, recapitalizations or

                                     Page 2


<PAGE>



sales of assets;  and (vii)  providing  advice on all  business  strategies  and
agreements.  As  consideration  for the  services  to have  been  provided,  the
Registrant  agreed to pay a non-refundable  due diligence review fee of $100,000
and a monthly  fee to  Strategica  of $5,000 for the month of May 1998,  $10,000
from June 1998 to May 1999,  and $5,000 until April 30, 2003.  In addition,  the
Registrant  agreed to pay to Financial  Corp.  5% and 3%,  respectively,  of the
gross  proceeds  committed  to the  Registrant  for equity sold and debt issued,
respectively,  and to Strategica 5% of the gross  purchase price received in the
event of the sale of the Registrant, its subsidiaries,  or affiliates and a debt
restructuring  fee of 10% of all debt  restructured,  converted  to  equity,  or
extended.  Furthermore,  the  Registrant  agreed  to  reimburse  Strategica  and
Financial Corp. for reasonable expenses incurred.  The Registrant also agreed to
provide Strategica and Financial Corp. with warrants for 25% of the common stock
of the Registrant with full  anti-dilution  and  registration  rights.  In March
1999,  Financial Corp.  transferred all of its shares to a Mr. Laurence Isaacson
and was renamed Thornhill Group, Inc. As part of this transfer,  Financial Corp.
gave up any rights it may have had in the 1998 Services Agreement (see exhibit 3
to the Settlement  Agreement).  The Settlement  Agreement that is the subject of
this report has been  entered  into to avoid  costly and  protracted  litigation
between the parties and to resolve any remaining  claims over what services were
or were not provided,  what fees are or are not due, and the  enforceability  of
the 1998 Services Agreement.


      B.  Convertible Debenture Between the Registrant and
          The Yankee Companies, LLC.

     On December 31, 2001,  the  Registrant  issued a Class A Bond to Yankees in
exchange  for a warrant and a series of matured and  past-due  promissory  notes
held by  Yankees  in the  principal  amount and  accrued  interest  equal to the
principal  amount of the Class A Bond.  The exchange  was an exempt  transaction
pursuant to Section  3(a)(9) of the  Securities  Act of 1933,  as  amended,  and
essentially consolidated the warrant and promissory notes into the Class A Bond.
The Class A Bond is in the principal  amount of $80,000 plus interest accrued as
of December 31, 2001 (total face value $86,664.18),  and has a term of one-year,
with interest  payable upon maturity at the annualized rate of 2% over the prime
rate charged  during the Class A Bond's term by Citibank,  N.A. (New York City).
The  Class A Bond  is  secured  by all of the  Registrant'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  registrant's  securities  such that, upon
complete conversion, the number of shares owned by Yankees shall be equal to 75%
of  the  registrant'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  Registrant's  common  stock.  The Class A Bond is attached as an exhibit to
this report.




ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

(c)       Exhibits.

Designation            Page
of Exhibit             Number
as Set Forth           or Source of
in Item 601 of         Incorporation
Regulation S-B         By Reference        Description

(4)      .10            5                   Class A, Series A, Convertible Bond,
                                            dated December 31, 2001

(10)     .39            19                  Settlement Agreement with Strategica
                                            Services Corporation dated  December
                                            31, 2001





                                     Page 3


<PAGE>




                                   Signatures

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned authorized officer.


                                                          Colmena Corp.

Dated: January 14, 2002
                                           /s/ Edward C. Dmytryk /s/
                                               Edward C. Dmytryk
                                               President



                                     Page 4


<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "form8ksb-011402.txt", "secsgml_size_bytes": 11947}]
{"company-data": {"conformed-name": "COLMENA CORP", "cik": "0001000285", "assigned-sic": "4813", "irs-number": "541778587", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27842", "film-number": "2509900"}, "business-address": {"street1": "2500 N. MILITARY TRAIL", "street2": "SUITE 225-D", "city": "BOCA RATON", "state": "FL", "zip": "33431", "phone": "561-998-2031"}, "mail-address": {"street1": "2500 N. MILITARY TRAIL", "street2": "SUITE 225-D", "city": "BOCA RATON", "state": "FL", "zip": "33431"}, "former-company": {"former-conformed-name": "SPORTS GUARD INC", "date-changed": "19960228"}}
SEC 873 (5/99) Potential  persons  who  are  to  respond  to the  collection  of
               information  contained  in this form are not  required to respond
               unless the form displays a currently valid OMB control number.

OMB APPROVAL               OMB Number 3235-0060; expires: May 31, 2000.
                Estimated average burden, 5 hours per response.

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                December 31, 2001
                Date of Report (Date of earliest reported event)

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

                                    Delaware
                  (State or other jurisdiction of incorporation

                                     0-27842
                            (Commission File Number)

                                   54-1778587
                        (IRS Employer Identification No.)

        Crystal Corporate Center, 2500 North 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

                                (Not Applicable)
          (Former name or former address, if changed since last report)

                                     Page 1
CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor" for  forward-looking  statements.  Certain of the  statements  contained
herein,  which are not historical  facts,  are  forward-looking  statements with
respect to events,  the  occurrence of which  involve  risks and  uncertainties.
These  forward-looking   statements  may  be  impacted,   either  positively  or
negatively,  by various factors.  Information  concerning potential factors that
could affect the  Registrant is detailed  from time to time in the  Registrant's
reports  filed  with the  Commission.  This  report  contains  "forward  looking
statements" relating to the Registrant's current expectations and beliefs. These
include statements concerning operations,  performance,  financial condition and
anticipated  growth.  For this purpose,  any statements  contained in this 8-KSB
that are not  statements  of  historical  fact are  forward-looking  statements.
Without limiting the generality of the foregoing,  words such as "may",  "will",
"expect", "believe", "anticipate", "intend", "could", "estimate", or "continue",
or the  negative  or other  variation  thereof  or  comparable  terminology  are
intended to  identify  forward-looking  statements.  These  statements  by their
nature  involve  substantial  risks  and  uncertainties  which  are  beyond  the
Registrant's  control.  Should  one or  more of  these  risks  or  uncertainties
materialize or should the Registrant's  underlying  assumptions prove incorrect,
actual outcomes and results could differ  materially from those indicated in the
forward looking statements.

                       INFORMATION INCLUDED IN THE REPORT

ITEM 5.   OTHER EVENTS AND REGULATION FD DISCLOSURE.

      A.  Settlement Agreement with Strategica Services Corporation

     On December 31, 2001, the Registrant'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).  The Settlement Agreement is filed as an exhibit to
this report.  In exchange for the  cancellation of any and all prior  agreements
between  the  parties  and their  affiliates,  including  but not  limited to an
"Investment  Banking and  Advisory  Services  Agreement"  dated May 7, 1998 (the
"1998  Services  Agreement,"   discussed  more  fully  below,  attached  to  the
Settlement  Agreement  as  exhibit 1 and  previously  filed as an exhibit to the
Registrant's  Form 10-KSB for the year ended September 30, 1998), and subject to
the effectiveness of a sufficient increase in capitalization by the Registrant's
stockholders,  the  Registrant  will issue  Strategica  1,030,495  shares of its
common  stock,  which  will  represent  4.9%  of the  common  stock  outstanding
immediately after such issuance based on the 20,000,000 shares outstanding as of
the date of the Settlement Agreement (the "Strategica  Shares").  The Strategica
Shares  will also have  anti-dilution  rights tied  proportionately  only to the
class A convertible bond held by the Yankee  Companies,  LLC (the "Class A Bond"
and  "Yankees,"  respectively)  (see Item 5.B  immediately  below) upon complete
conversion of the Class A Bond.  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  Registrant'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
Registrant  (as  set  forth  in  exhibit  2  to  the  Settlement  Agreement),the
Strategica   Shares  will  not  be  diluted  below  2.5%  of  the   Registrant's
then-outstanding   common  stock  but  that  Strategica  will  have  no  further
anti-dilutive rights thereafter.

     The purpose of the Settlement Agreement was, in part, to nullify any rights
or obligations under the 1998 Services  Agreement.  The 1998 Services  Agreement
was  entered  into with  Strategica  and a  related  company  called  Strategica
Financial  Corp.  ("Financial  Corp.") for a term ending on April 30, 2003.  The
services to have been provided by Services Corp. or, at its option, by Financial
Corp.  primarily  consisted  of:  (i)  providing  advice to the  Registrant  and
assisting the Registrant with contract  negotiations,  business strategies,  and
any required  regulatory  filings;  (ii)  providing the  Registrant  with advice
relating to financing  options;  (iii) advising the  Registrant  with respect to
potential public offerings and private  placements of equity or debt securities;
(iv) assisting the Registrant in preparing any required offering documents;  (v)
assisting the Registrant in identifying  potential equity and/or debt investors;
(vi)  providing  advice to the  Registrant  with respect to potential  marketing
strategies, mergers,  other acquisitions,  reorganizations, recapitalizations or

                                     Page 2
sales of assets;  and (vii)  providing  advice on all  business  strategies  and
agreements.  As  consideration  for the  services  to have  been  provided,  the
Registrant  agreed to pay a non-refundable  due diligence review fee of $100,000
and a monthly  fee to  Strategica  of $5,000 for the month of May 1998,  $10,000
from June 1998 to May 1999,  and $5,000 until April 30, 2003.  In addition,  the
Registrant  agreed to pay to Financial  Corp.  5% and 3%,  respectively,  of the
gross  proceeds  committed  to the  Registrant  for equity sold and debt issued,
respectively,  and to Strategica 5% of the gross  purchase price received in the
event of the sale of the Registrant, its subsidiaries,  or affiliates and a debt
restructuring  fee of 10% of all debt  restructured,  converted  to  equity,  or
extended.  Furthermore,  the  Registrant  agreed  to  reimburse  Strategica  and
Financial Corp. for reasonable expenses incurred.  The Registrant also agreed to
provide Strategica and Financial Corp. with warrants for 25% of the common stock
of the Registrant with full  anti-dilution  and  registration  rights.  In March
1999,  Financial Corp.  transferred all of its shares to a Mr. Laurence Isaacson
and was renamed Thornhill Group, Inc. As part of this transfer,  Financial Corp.
gave up any rights it may have had in the 1998 Services Agreement (see exhibit 3
to the Settlement  Agreement).  The Settlement  Agreement that is the subject of
this report has been  entered  into to avoid  costly and  protracted  litigation
between the parties and to resolve any remaining  claims over what services were
or were not provided,  what fees are or are not due, and the  enforceability  of
the 1998 Services Agreement.

      B.  Convertible Debenture Between the Registrant and
          The Yankee Companies, LLC.

     On December 31, 2001,  the  Registrant  issued a Class A Bond to Yankees in
exchange  for a warrant and a series of matured and  past-due  promissory  notes
held by  Yankees  in the  principal  amount and  accrued  interest  equal to the
principal  amount of the Class A Bond.  The exchange  was an exempt  transaction
pursuant to Section  3(a)(9) of the  Securities  Act of 1933,  as  amended,  and
essentially consolidated the warrant and promissory notes into the Class A Bond.
The Class A Bond is in the principal  amount of $80,000 plus interest accrued as
of December 31, 2001 (total face value $86,664.18),  and has a term of one-year,
with interest  payable upon maturity at the annualized rate of 2% over the prime
rate charged  during the Class A Bond's term by Citibank,  N.A. (New York City).
The  Class A Bond  is  secured  by all of the  Registrant'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  registrant's  securities  such that, upon
complete conversion, the number of shares owned by Yankees shall be equal to 75%
of  the  registrant'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  Registrant's  common  stock.  The Class A Bond is attached as an exhibit to
this report.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

(c)       Exhibits.

Designation            Page
of Exhibit             Number
as Set Forth           or Source of
in Item 601 of         Incorporation
Regulation S-B         By Reference        Description

(4)      .10            5                   Class A, Series A, Convertible Bond,
                                            dated December 31, 2001

(10)     .39            19                  Settlement Agreement with Strategica
                                            Services Corporation dated  December
                                            31, 2001

                                     Page 3
Signatures

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned authorized officer.

                                                          Colmena Corp.

Dated: January 14, 2002
                                           /s/ Edward C. Dmytryk /s/
                                               Edward C. Dmytryk
                                               President

                                     Page 4