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:
March 31, 2003.  Estimated   average burden, 1.25 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


                                  June 13, 2002
                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.

     On June 13, 2002,  the  Registrant's  transfer  agent issued the  following
shares:

     A.   Settlement Agreements

          1,030,495 to Strategica Services  Corporation pursuant to the terms of
          a settlement  agreement.  The  settlement  agreement is discussed  and
          filed as an exhibit on the Registrant's  report on Form 8-KSB filed on
          January 15, 2002 and is incorporated herein by reference in accordance
          with Commission Rule 12b-23.

          2,500,000 to Deutsche Financial Services  Corporation  pursuant to the
          terms of a settlement  agreement The settlement agreement is discussed
          and filed as an exhibit on the Registrant's  report on Form 10-QSB for
          quarter ended March 31, 2002, and is incorporated  herein by reference
          in accordance with Commission Rule 12b-23.

          1,000,000 to Prime  Source  Leasing,  Inc.  pursuant to the terms of a
          settlement  agreement  The  settlement  agreement  is discussed on the
          Registrant's  report on Form 10-QSB for quarter  ended March 31, 2002,
          and is incorporated  herein by reference in accordance with Commission
          Rule 12b-23. A copy of the settlement agreement is filed as an exhibit
          to this report.  The stock certificate is being held in escrow pending
          receipt of a fully executed general release.

     B.   Employment Agreements with Officers of the Registrant.

          To executive  officers of the  Registrant as follows,  pursuant to the
          terms of their employment agreements.

          A.

               175,212  shares  issued  to  Anthony  Joffe for his  services  as
               president of the Registrant  from May 2000 to May 2001,  pursuant
               to the terms of his employment  agreement.  (24,788 shares of the
               200,000  common  shares were  issued in  November  of 200)1.  Mr.
               Joffe's employment agreement is discussed and filed as an exhibit
               on the  Registrant's  report on Form  10-KSB  for the year  ended
               September 30, 1998,  and is  incorporated  herein by reference in
               accordance with Commission Rule 12b-23.


                                     Page 2


<Page>




          B.   873,017  shares  issued to Kevin W.  Dornan for his  services  as
               general  counsel  of the  Registrant  from June 2001 to May 2002,
               pursuant to the terms of his employment  agreement.  Mr. Dornan's
               employment  agreement is discussed and filed as an exhibit on the
               Registrant's  report on Form 10-KSB for the year ended  September
               30, 1999, and is  incorporated  herein by reference in accordance
               with Commission Rule 12b-23.

          C.   1,022,978  shares  issued to Vanessa  Lindsey for her services as
               vice president and secretary of the Registrant  from June 2001 to
               May 2002, pursuant to the terms of her employment agreement. Mrs.
               Lindsey's  employment  agreement  is  discussed  and  filed as an
               exhibit on the  Registrant's  report on Form  10-KSB for the year
               ended September 30, 1999, and is incorporated herein by reference
               in accordance with Commission Rule 12b-23.

          D.   36,904 shares issued to Adam  Wasserman for his services as chief
               financial  officer and  controller of the  Registrant  from March
               2002  to May  2002,  pursuant  to  the  terms  of his  employment
               agreement.  Mr. Wasserman's employment agreement is discussed and
               filed as an exhibit on the  Registrant's  10- QSB for the quarter
               ended March 31, 2002, and is incorporated  herein by reference in
               accordance with Commission Rule 12b-23

          E.   991,962  shares  issued to Edward  Dmytryk  for his  services  as
               president  and chief  executive  officer  of the  Registrant  and
               reimbursement  for expenses from June 2001 to May 2002,  pursuant
               to  the  terms  of  his  employment   agreement.   Mr.  Dmytryk's
               employment  agreement is discussed and filed as an exhibit on the
               Registrant's  report on Form 10-KSB for the year ended  September
               30, 1999, and is  incorporated  herein by reference in accordance
               with Commission Rule 12b-23.

     C.   Exchange of Common Stock for Preferred Stock

          On June  18,  2002,  the  Calvo  Family  Spendthrift  Trust  exchanged
          2,756,251  shares  of  common  stock  for  27,563  shares  of  Class A
          Non-Voting,  Convertible  Preferred  Stock pursuant to the terms of an
          exchange agreement,  which is discussed and filed as an exhibit on the
          Registrant's  report on Form 10-QSB for quarter  ended March 31, 2002,
          and is incorporated  herein by reference in accordance with Commission
          Rule 12b-23.

          As a result of the  above  issuances,  the  Registrant  currently  has
          24,874,317  of its  common  stock  issued and  outstanding  and 27,563
          shares of Class A Non-Voting,  Convertible  Preferred Stock issued and
          outstanding.

Security Ownership of Certain Beneficial Owners

     As of June 13, 2002,  the following  persons  (including  any "group") are,
based on information available to the Registrant, beneficial owners of more than
five  percent  of the  Registrant's  common  stock  (its  only  class of  voting
securities).  The Registrant  currently has 24,874,317shares of its common stock
issued and outstanding

                                                 Amount
                                                 and Nature              Percent
                                                 Of Beneficial           of
Name and Address of Beneficial Owner (1)         Ownership (2)           Class
----------------------------------------        -------------            -----

Tucker Family Spendthrift Trust(3)               4,326,250                 17%
2500 North Military Trail, Suite 225;
Boca Raton, Florida 33431
and

Deutsche Financial Services Corporation          2,500,000                 10%
625 Maryland Centre Drive, 3rd Floor,
St. Louis, Missouri 63141


                                     Page 3


<Page>


Security Ownership of Management

     As of June 13, 2002, the following Table discloses the Registrant's  common
stock  other  than  directors'  qualifying  shares,  beneficially  owned  by all
directors and nominees,  naming them each; each of the named executive  officers
as defined in Item 402(a) of  Commission  Regulation  S-B; and all directors and
executive officers of the Registrant as a group,  without naming them. The table
shows in the second column the total number of shares currently owned and in the
third column the percent owned.

Address of                                Amount         Nature of       Percent
Beneficial                                Of Equity      Beneficial      of
Owner (1)                                 Owned          Ownership       Class
---------                                 -----          ------------    -------

Robert S. Gigliotti                        90,000         (4)               0.3%
901 Wilshire Drive, Suite 400;
Troy, Michigan 48084

Anthony Q. Joffe                          400,000         (5)               1.6%
101 Southwest 11th Avenue;
Boca Raton, Florida 33486

Edward C. Dmytryk                       1,083,017         (6)               4.4%
315 Premier Vista Way;
St. Augustine, Florida 32080

Kevin W. Dornan, Esquire                  961,085         (7)               3.9%
5001 Southwest 20th Street;
Ocala, Florida 34474

Vanessa H. Lindsey                      1,302,356         (8)               5.2%
340 Southeast 55th Avenue;
Ocala, Florida 34471

Charles J. Champion                         (9)           (9)               (9)
Post Office Box 952259;
Lake Mary, Florida 32795

Lawrence R. Van Etten                     136,147         (10)              0.5%
1601 North 15th Terrace;
Hollywood, Florida 33020

G. Richard Chamberlin                      10,000         (11)             0.04%
4518 Southwest 44th Lane,
Ocala, Florida 34474

Adam Wasserman                             36,904         (12)              0.1%
1643 Royal Grove Way,
Weston, Florida 33327

All officers and directors as a group   4,019,509          (2)               16%

Footnotes to Tables of Principal  Stockholders and Tables of Executive  Officers
and Directors

The following footnotes apply to the preceding two tables:

(1)  This table pertains to common stock.

(2)  Beneficial and record.

(3)  The Tucker family is comprised of Leonard Miles  Tucker;  Michelle  Tucker,
     his wife; and Shayna and Montana, their minor daughters.  The estate of Mr.
     Tucker's  father,  Mr.  Jerrold  Tucker,  holds 470,000 shares in trust for
     Shayna  and  Montana,  his  minor  granddaughters,  and  holds  voting  and
     investment  power over those shares;  100,000  shares are held by Blue Lake
     Capital Corp., a Florida corporation owned by Mrs. Tucker, who holds voting
     and investment  power over those shares;  and 3,756,250  shares are held by
     the Tucker Family  Spendthrift  Trust for which Leonard and Michelle Tucker
     serve as the  trustees and who together  hold voting and  investment  power
     over those shares.

                                     Page 4
<Page>


(4)  Mr. Gigliotti has served as a member of the Registrant's board of directors
     since December 11, 1997, as a member of the audit  committee since November
     4, 1999,  and as its  secretary  from  November 10, 1997 until  January 12,
     1999.

(5)  Mr.  Joffe has served as a member of the  Registrant's  board of  directors
     since January 12, 1999,  and served as its  president  and chief  executive
     officer from May 4, 1999 to May 14, 2001 and was relected as its  president
     and chief executive officer on May 10, 2002.

(6)  Mr. Dmytryk was elected as a member of the Registrant's  board of directors
     and served as its  president and chief  executive  officer from May 2001 to
     May 2002.

(7)  Mr. Dornan was elected as the Registrant's  general counsel  effective June
     18, 2001.

(8)  Mrs. Lindsey was elected as the Registrant's secretary on January 12, 1999,
     as a member of the Registrant's  board of directors  effective  February 1,
     2000,  and as its  Vice-President  on June 14, 2001.

(9)  Mr. Champion has served as a member of the Registrant's  board of directors
     since January 12, 1999. Mr. Champion currently owns no shares.

(10) Mr.  Van  Etten  was  elected  as a  member  of the  Registrant's  board of
     directors on May 31, 2000.  (11) Mr.  Chamberlin was elected as a member of
     the Registrant's board of directors on May 10, 2002. (12) Mr. Wasserman was
     elected the  Registrant's  chief financial  officer and controller in March
     2002.


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

(10)     .48             ___              Settlement Agreement with Prime Source
                                          Leasing, Inc.

                                   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: June 27, 2002
                        ---------------------------------
                               Vanessa H. Lindsey
                           Vice President & Secretary












                                     Page 5


<PAGE>



                                    Exhibits

















                                     Page 4


<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "form8k-062602.txt", "description": "8-K 062402", "secsgml_size_bytes": 15894}]
{"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": "02691551"}, "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:
March 31, 2003.  Estimated   average burden, 1.25 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

                                  June 13, 2002
                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.

     On June 13, 2002,  the  Registrant's  transfer  agent issued the  following
shares:

     A.   Settlement Agreements

          1,030,495 to Strategica Services  Corporation pursuant to the terms of
          a settlement  agreement.  The  settlement  agreement is discussed  and
          filed as an exhibit on the Registrant's  report on Form 8-KSB filed on
          January 15, 2002 and is incorporated herein by reference in accordance
          with Commission Rule 12b-23.

          2,500,000 to Deutsche Financial Services  Corporation  pursuant to the
          terms of a settlement  agreement The settlement agreement is discussed
          and filed as an exhibit on the Registrant's  report on Form 10-QSB for
          quarter ended March 31, 2002, and is incorporated  herein by reference
          in accordance with Commission Rule 12b-23.

          1,000,000 to Prime  Source  Leasing,  Inc.  pursuant to the terms of a
          settlement  agreement  The  settlement  agreement  is discussed on the
          Registrant's  report on Form 10-QSB for quarter  ended March 31, 2002,
          and is incorporated  herein by reference in accordance with Commission
          Rule 12b-23. A copy of the settlement agreement is filed as an exhibit
          to this report.  The stock certificate is being held in escrow pending
          receipt of a fully executed general release.

     B.   Employment Agreements with Officers of the Registrant.

          To executive  officers of the  Registrant as follows,  pursuant to the
          terms of their employment agreements.

          A.

               175,212  shares  issued  to  Anthony  Joffe for his  services  as
               president of the Registrant  from May 2000 to May 2001,  pursuant
               to the terms of his employment  agreement.  (24,788 shares of the
               200,000  common  shares were  issued in  November  of 200)1.  Mr.
               Joffe's employment agreement is discussed and filed as an exhibit
               on the  Registrant's  report on Form  10-KSB  for the year  ended
               September 30, 1998,  and is  incorporated  herein by reference in
               accordance with Commission Rule 12b-23.

                                     Page 2
B.   873,017  shares  issued to Kevin W.  Dornan for his  services  as
               general  counsel  of the  Registrant  from June 2001 to May 2002,
               pursuant to the terms of his employment  agreement.  Mr. Dornan's
               employment  agreement is discussed and filed as an exhibit on the
               Registrant's  report on Form 10-KSB for the year ended  September
               30, 1999, and is  incorporated  herein by reference in accordance
               with Commission Rule 12b-23.

          C.   1,022,978  shares  issued to Vanessa  Lindsey for her services as
               vice president and secretary of the Registrant  from June 2001 to
               May 2002, pursuant to the terms of her employment agreement. Mrs.
               Lindsey's  employment  agreement  is  discussed  and  filed as an
               exhibit on the  Registrant's  report on Form  10-KSB for the year
               ended September 30, 1999, and is incorporated herein by reference
               in accordance with Commission Rule 12b-23.

          D.   36,904 shares issued to Adam  Wasserman for his services as chief
               financial  officer and  controller of the  Registrant  from March
               2002  to May  2002,  pursuant  to  the  terms  of his  employment
               agreement.  Mr. Wasserman's employment agreement is discussed and
               filed as an exhibit on the  Registrant's  10- QSB for the quarter
               ended March 31, 2002, and is incorporated  herein by reference in
               accordance with Commission Rule 12b-23

          E.   991,962  shares  issued to Edward  Dmytryk  for his  services  as
               president  and chief  executive  officer  of the  Registrant  and
               reimbursement  for expenses from June 2001 to May 2002,  pursuant
               to  the  terms  of  his  employment   agreement.   Mr.  Dmytryk's
               employment  agreement is discussed and filed as an exhibit on the
               Registrant's  report on Form 10-KSB for the year ended  September
               30, 1999, and is  incorporated  herein by reference in accordance
               with Commission Rule 12b-23.

     C.   Exchange of Common Stock for Preferred Stock

          On June  18,  2002,  the  Calvo  Family  Spendthrift  Trust  exchanged
          2,756,251  shares  of  common  stock  for  27,563  shares  of  Class A
          Non-Voting,  Convertible  Preferred  Stock pursuant to the terms of an
          exchange agreement,  which is discussed and filed as an exhibit on the
          Registrant's  report on Form 10-QSB for quarter  ended March 31, 2002,
          and is incorporated  herein by reference in accordance with Commission
          Rule 12b-23.

          As a result of the  above  issuances,  the  Registrant  currently  has
          24,874,317  of its  common  stock  issued and  outstanding  and 27,563
          shares of Class A Non-Voting,  Convertible  Preferred Stock issued and
          outstanding.

Security Ownership of Certain Beneficial Owners

     As of June 13, 2002,  the following  persons  (including  any "group") are,
based on information available to the Registrant, beneficial owners of more than
five  percent  of the  Registrant's  common  stock  (its  only  class of  voting
securities).  The Registrant  currently has 24,874,317shares of its common stock
issued and outstanding

                                                 Amount
                                                 and Nature              Percent
                                                 Of Beneficial           of
Name and Address of Beneficial Owner (1)         Ownership (2)           Class
----------------------------------------        -------------            -----

Tucker Family Spendthrift Trust(3)               4,326,250                 17%
2500 North Military Trail, Suite 225;
Boca Raton, Florida 33431
and

Deutsche Financial Services Corporation          2,500,000                 10%
625 Maryland Centre Drive, 3rd Floor,
St. Louis, Missouri 63141

                                     Page 3
Security Ownership of Management

     As of June 13, 2002, the following Table discloses the Registrant's  common
stock  other  than  directors'  qualifying  shares,  beneficially  owned  by all
directors and nominees,  naming them each; each of the named executive  officers
as defined in Item 402(a) of  Commission  Regulation  S-B; and all directors and
executive officers of the Registrant as a group,  without naming them. The table
shows in the second column the total number of shares currently owned and in the
third column the percent owned.

Address of                                Amount         Nature of       Percent
Beneficial                                Of Equity      Beneficial      of
Owner (1)                                 Owned          Ownership       Class
---------                                 -----          ------------    -------

Robert S. Gigliotti                        90,000         (4)               0.3%
901 Wilshire Drive, Suite 400;
Troy, Michigan 48084

Anthony Q. Joffe                          400,000         (5)               1.6%
101 Southwest 11th Avenue;
Boca Raton, Florida 33486

Edward C. Dmytryk                       1,083,017         (6)               4.4%
315 Premier Vista Way;
St. Augustine, Florida 32080

Kevin W. Dornan, Esquire                  961,085         (7)               3.9%
5001 Southwest 20th Street;
Ocala, Florida 34474

Vanessa H. Lindsey                      1,302,356         (8)               5.2%
340 Southeast 55th Avenue;
Ocala, Florida 34471

Charles J. Champion                         (9)           (9)               (9)
Post Office Box 952259;
Lake Mary, Florida 32795

Lawrence R. Van Etten                     136,147         (10)              0.5%
1601 North 15th Terrace;
Hollywood, Florida 33020

G. Richard Chamberlin                      10,000         (11)             0.04%
4518 Southwest 44th Lane,
Ocala, Florida 34474

Adam Wasserman                             36,904         (12)              0.1%
1643 Royal Grove Way,
Weston, Florida 33327

All officers and directors as a group   4,019,509          (2)               16%

Footnotes to Tables of Principal  Stockholders and Tables of Executive  Officers
and Directors

The following footnotes apply to the preceding two tables:

(1)  This table pertains to common stock.

(2)  Beneficial and record.

(3)  The Tucker family is comprised of Leonard Miles  Tucker;  Michelle  Tucker,
     his wife; and Shayna and Montana, their minor daughters.  The estate of Mr.
     Tucker's  father,  Mr.  Jerrold  Tucker,  holds 470,000 shares in trust for
     Shayna  and  Montana,  his  minor  granddaughters,  and  holds  voting  and
     investment  power over those shares;  100,000  shares are held by Blue Lake
     Capital Corp., a Florida corporation owned by Mrs. Tucker, who holds voting
     and investment  power over those shares;  and 3,756,250  shares are held by
     the Tucker Family  Spendthrift  Trust for which Leonard and Michelle Tucker
     serve as the  trustees and who together  hold voting and  investment  power
     over those shares.

                                     Page 4
(4)  Mr. Gigliotti has served as a member of the Registrant's board of directors
     since December 11, 1997, as a member of the audit  committee since November
     4, 1999,  and as its  secretary  from  November 10, 1997 until  January 12,
     1999.

(5)  Mr.  Joffe has served as a member of the  Registrant's  board of  directors
     since January 12, 1999,  and served as its  president  and chief  executive
     officer from May 4, 1999 to May 14, 2001 and was relected as its  president
     and chief executive officer on May 10, 2002.

(6)  Mr. Dmytryk was elected as a member of the Registrant's  board of directors
     and served as its  president and chief  executive  officer from May 2001 to
     May 2002.

(7)  Mr. Dornan was elected as the Registrant's  general counsel  effective June
     18, 2001.

(8)  Mrs. Lindsey was elected as the Registrant's secretary on January 12, 1999,
     as a member of the Registrant's  board of directors  effective  February 1,
     2000,  and as its  Vice-President  on June 14, 2001.

(9)  Mr. Champion has served as a member of the Registrant's  board of directors
     since January 12, 1999. Mr. Champion currently owns no shares.

(10) Mr.  Van  Etten  was  elected  as a  member  of the  Registrant's  board of
     directors on May 31, 2000.  (11) Mr.  Chamberlin was elected as a member of
     the Registrant's board of directors on May 10, 2002. (12) Mr. Wasserman was
     elected the  Registrant's  chief financial  officer and controller in March
     2002.

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

(10)     .48             ___              Settlement Agreement with Prime Source
                                          Leasing, Inc.

                                   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: June 27, 2002
                        ---------------------------------
                               Vanessa H. Lindsey
                           Vice President & Secretary

                                     Page 5
Exhibits

                                     Page 4