Solution Technology International Inc – ‘8-K’ for 1/29/99

As of:  Friday, 1/29/99   ·   For:  1/29/99   ·   Accession #:  1000285-99-1   ·   File #:  0-27842

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Changes in Management and CPA                         10     50K 
 2: EX-10.1     Yankee Consulting Agreement                           11     49K 
 3: EX-99.B-1   Minutes of Directors Meeting                           2     10K 

8-K   —   Changes in Management and CPA
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          

FORM 8-K                                                                        

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF                               
THE SECURITIES EXCHANGE ACT OF 1934                                             

Date of Report (Date of earliest event reported):      January 29, 1999         
-------------------------------                                                 

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.)                                    

25100 Detroit Road, Westlake, Ohio 44145 (Address of principal executive        
offices) (Zip Code)                                                             

Registrant's telephone number, including area code:    (440) 871-5000           

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

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Item 1.     Change in Control of Registrant                                     

A.Yankee Companies                                                              

     On or about September 15, 1998, International Telemedia Associates, Inc., a
Georgia  corporation  ("ITA")  with which the  Registrant  engaged  in  business
through RCP Communications,  Inc., a wholly owned subsidiary ("RCP"),  defaulted
in its obligation to pay RCP  approximately  $1,800,000 for services rendered to
third parties,  payment for which was collected by ITA. Thereafter,  RCP and two
other corporations,  Psychic Discovery Network, Inc., a Delaware corporation and
BLJ Communications,  Inc., a Florida  corporation,  all creditors of ITA filed a
petition seeking ITA's involuntary bankruptcy.  As a result of such default, all
of the  Registrant's  operations  were  materially  affected in a very  negative
fashion and it is likely that some or all of the  Registrant's  current business
operations will have to be restructured, divested or terminated.                

     Realizing  that  the  Registrant  would  have  to  drastically  revise  its
operations, the Registrant began negotiations with the Yankee Companies, Inc., a
Florida corporation  ("Yankees"),  for assistance in developing and implementing
new  strategic  plans.  Negotiations  with  Yankees  culminated  in a consulting
agreement (the "Consulting  Agreement"),  a copy of which is filed as an exhibit
hereto.  The  Consulting  Agreement  permits  Yankees  to  acquire  51%  of  the
Registrant's common stock at a cost of $40,000,  but required Yankees to recruit
additional directors and to assist the Registrant to develop and implement a new
strategic plan, assist the Registrant to negotiate with its creditors and assist
the  Registrant to prepare and file  required  reports with the  Securities  and
Exchange  Commission (the Registrant's  independent ability to do so having been
affected by its current lack of required funds). To date,  Yankees has exercised
its options as to 2,000,000 shares of the Registrant's common stock.            

     In conjunction with its obligations to the Registrant,  Yankees recommended
that three new directors be elected (see biographies  below) and recruited a new
general  counsel and  secretary,  all of which were elected by the  Registrant's
existing directors to the positions described below.                            

B.Biographies of New Directors and Officers                                     

G. Richard Chamberlin, General Counsel                                          

     G. Richard Chamberlin, age 52, has been elected as the Registrant's general
counsel.  From 1973 to 1974 he served as Trust Officer with Central Bank & Trust
Company,  Jonesboro,  Georgia.  Mr. Chamberlin is a practicing attorney and is a
member of the Georgia Bar,  (since 1974),  and the Florida Bar, (since 1990). He
is also a member of the Bars for the  Federal  District  Court for the  Northern
District  of  Georgia,  (since  1974)  and the  Federal  District  Court for the
Northern District of Florida (since 1995), the Court of Appeals for the State of
Georgia,  (since  1974) and the  Supreme  Court for the State of Georgia  (since
1974).  Mr.  Chamberlin  is also a member of the Bar for the  Eleventh  District
Court of Appeals,  (since 1982). He is a graduate of Eastern  Military  Academy,
Huntington,  New York (College Prep Diploma,  1964);  The Citadel,  The Military
College of South Carolina,  (B.A., political science,  1968); and the University
of Georgia School of Law, (J.D., 1971). Mr. Chamberlin earned a Certificate from
the American Bankers Association,  National Trust School, (1974). Mr. Chamberlin
is  a  two  term  former  member  of  the  Georgia  House  of   Representatives,
(1979-1983).  In the  State  House,  Mr.  Chamberlin  served  on  the  following
committees:  House  Journal  Committee,  Natural  Resources  Committee,  Special
Judiciary  Committee and Labor  Committee.  He is a former member of the Council
for National  Policy.  He is the founder of the Georgia  Roundtable,  Inc.,  and
served as President from 1981 to 1986. He is the founder of the Georgia Heritage
Foundation,  and  served  as  President  from  1982 to  1986.  He is the  former
Principal of Soul's Harbor Christian Academy, Belleview,  Florida,  (1990-1992).
Mr. Chamberlin  served as National Music Chairman for the Religious  Roundtable,
Inc. at the premier event known as the 1992 National Affairs Briefing in Dallas,
Texas, wherein President George Bush was the keynote speaker. Mr. Chamberlin has
received  Resolutions of Commendation from the House of Representatives  for the
Commonwealth of Kentucky,  (1985) and from the House of Representatives  for the
State of Georgia,  (1982).  He presently serves as President of the Citadel Club
of Central Florida,  Inc.. Mr. Chamberlin is a former president and director for
Atrieties Development Company, Inc., a publicly held corporation involved in the
real estate industry,  (1986-87),  and has held licenses as a real estate agent,
(Georgia and Florida). Since November of 1998, he served as the secretary and as
a member of the Board of Directors of Equity  Growth  Systems,  Inc., a publicly
held  Delaware  corporation  (in which he serves  as  Chairman)  and also as its
general counsel.                                                                

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Vanessa H. Lindsey, Secretary                                                   

     Vanessa H. Lindsey,  age 27, was elected as the  Registrant's  secretary on
January 12, 1999. From 1993 to 1995 she was employed by Accell Plumbing Systems,
Inc., an Ohio corporation,  as the company's office manager and bookkeeper. From
1995 to 1997 she was employed by Diversified Corporate Consulting Group, L.L.C.,
a Delaware  limited  liability  company,  as the company's chief  administrative
officer.  Since 1996 she has been employed by the Southeast  Companies,  Inc., a
Florida corporation,  as the chief administrative officer. She is also the chief
administrative  officer for Southern Capital Group, Inc, a Florida  corporation.
She currently  holds the position of secretary of The Marion County  Libertarian
Party and is the Campaign  Treasurer for Cyndi Calvo for State Senate,  District
8.                                                                              

Penny Adams Field, Director, Audit Committee Member                             

     Penny Adams  Field,  age 43, is a principal  and  co-founder  of  Executive
Concepts,  a management  consulting  and investment  banking  advisory firm. Ms.
Adams Field has  technical  expertise in designing  and  implementing  financial
management  systems,  acquisition and divestiture  models, cash flow management,
information  systems  assessment and  implementations,  and operational and cost
system audits. Her background in strategic  planning,  performance  measurement,
comprehensive  business planning, and cost structure analysis add to the breadth
and  depth  of the  Executive  Concepts  team  skills.  Ms.  Adams  Field  is an
experienced and accredited business valuation  specialist and is a member of the
Institute of Business  Appraisers.  She serves on numerous  not-for-  profit and
corporate boards. As a management consultant, Ms. Adams Field has consulted with
firms  such  as  Monsanto,  Mallinckrodt,   McDonnell-Douglas,  MEMC  Electronic
Materials Company,  Maytag, Mark Andy, CyberTel,  and numerous other small firms
in the healthcare, manufacturing, construction, and service industries. Prior to
founding Executive  Concepts,  Ms. Adams Field was an administrator for the John
M. Olin School of Business at  Washington  University  in St.  Louis,  where she
helped to  establish  the  Executive  Programs  Division.  Her  responsibilities
included  program  development in the Far East.  Previous to her  administrative
role she served at a  full-time  accounting  faculty  instructing  in  financial
accounting and cost management for  undergraduate  and graduate  programs at the
Olin School. Prior to graduate study at Washington  University,  Ms. Adams Field
worked  in  healthcare  administration  and  banking,   including  positions  at
Children's Hospital National Medical Center in Washington,  D.C. and Harris Bank
in Chicago.  After earning a B.B.A.  in Accounting and Finance,  Ms. Adams Field
earned her M.B.A.  from the Olin School of Business at Washington  University in
St. Louis.  Ms. Adams Field also posted several hours of Ph.D. level course work
in accounting and finance prior to making a full-time  commitment to consulting.
Mrs.  Fields has,  since  November  of 1998,  served as a member of the Board of
Directors of Equity Growth Systems, Inc., a publicly held Delaware corporation. 

Charles J. Champion, Jr., Director, Audit Committee Member                      

     Charles J. Champion,  Jr., age 31,  graduated from Florida State University
in 1988 with a bachelor's degree in political science.  Following graduation, he
joined the Champion Group of Companies,  a family owned  enterprise  involved in
the  insurance  and  financial   industries.   In  1991,  while  continuing  his
association  with the Champion  Group of Companies,  he became a vice  president
with Sunshine Securities Corporation, a licensed broker dealer in securities and
member  of the  National  Association  of  Securities  Dealers,  Inc.,  which he
purchased  in  1996,  at  which  time it  became  one of the  Champion  Group of
Companies.  He then became Sunshine Securities  Corporation's  president and its
business  capabilities  were  expanded  to  include  practice  as  a  registered
investment  advisor.  Mr.  Champion  holds a number of insurance and  securities
licenses, including series 7 and series 24 securities licenses.                 

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Anthony Q. Joffe, Director                                                      

     Anthony  Q.  Joffe,  age 56,  holds a degree  in  Aeronautical  Engineering
Management  from Boston  University,  Boston,  Massachusetts.  Subsequent to his
graduation,   Mr.  Joffe  was  employed  as  the  Quality  Control  Manager  for
Cognitronics Corporation, a computer manufacturer,  where he was responsible for
overseeing  the U.S.  Air Force  compliance  testing  program  as well as normal
day-to-day management.  In 1967, Mr. Joffe was employed by General Electric as a
production  engineer in the insulating  materials  field. In 1970, Mr. Joffe was
employed by King's Electronics,  a RF coaxial connector  manufacturer,  where he
was  responsible  for major accounts and guided the field sales force.  In 1973,
Mr. Joffe was one of the founders and  Vice-President  of J.S. Love  Associates,
Inc., a commodity  brokerage house no longer in operation (then headquartered in
New York City).  In 1976,  Mr. Joffe  formed and served as  President  and Chief
Operating Officer of London Futures, Ltd., a commodity broker with 275 employees
in nine offices.  London Futures, Ltd. was closed in 1979 and Mr. Joffe moved to
Florida.  From 1979 until 1986, Mr. Joffe was Vice President of Gramco Holdings,
Inc. (and its predecessor companies),  a firm which owned and operated a variety
of companies.  These  companies  included five  cemeteries  and funeral homes in
Broward County, Florida, a 33 acre marina, a general contracting company, a boat
title insurance  underwriting firm, three  restaurants,  a real estate brokerage
company,   a   mortgage   brokerage   company   and  a  leasing   company.   His
responsibilities  involved  supervision  of the  day-to-day  operations  and new
business  development.  From 1986 to 1991, Mr. Joffe served as consultant and/or
principal to a variety of small  businesses  in the South  Florida area. In 1989
Mr. Joffe became President of Windy City Capital Corp., a small publicly traded,
reporting  company that was originally  formed as a "blind pool" for the express
purpose of finding an acquisition  candidate.  Eventually,  a reverse merger was
consummated with a computer software company from  Pennsylvania.  Mr. Joffe then
took the position of President of Rare Earth Metals,  Inc. (and its  predecessor
companies),  a small publicly traded company which purchased Spinecare,  Inc., a
medical clinic in New York. Spinecare changed its name to Americare Health Group
and changed its state of domicile to  Delaware.  Since March of 1993,  Mr. Joffe
has performed consulting services for First Commodities,  Inc., an Atlanta based
commodities  firm,  and has  been  involved  in fund  raising  for the  Multiple
Sclerosis Foundation.  He also assisted Digital Interactive  Associates and IVDS
Partnership  with financial  affairs in conjunction with their successful bid to
the Federal  Communications  Commission  for  licenses in the cities of Atlanta,
Georgia,  Minneapolis/St.  Paul, Minnesota, and Kansas City, Missouri. Mr. Joffe
served as the interim president of Madison Sports & Entertainment Group, Inc., a
publicly held Utah corporation then  headquartered in Fort Lauderdale,  Florida,
from  September 1, 1994,  until  February 16, 1994,  at which time he became its
vice president and vice chairman,  chief operating officer,  treasurer and chief
financial  officer until he resigned in 1996.  Since 1996, he has founded a boat
financing  company  and  joined  NorthStar  Capital  ("NorthStar")  as  Managing
Director.  NorthStar  is an  investment  banking  firm with offices in Stamford,
Connecticut and Boca Raton,  Florida which specializes in assisting small to mid
size private and publicly traded companies with business and financial planning;
acquisition  and  divestiture;  financial  public  relations and market position
advice; and, treasury services. Mr. Joffe has, since November of 1998, served as
a member of the Board of Directors of Equity  Growth  Systems,  Inc., a publicly
held Delaware corporation.                                                      

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Item 2.  Acquisition or Disposition of Assets                                 

     The Registrant has retained the Yankee Companies to assist it in developing
and  implementing a new strategic plan. The Yankee  Companies has suggested that
the Registrant's  activities be divided into three different areas.  First, that
the current  operations be segregated in a new subsidiary  group, to be presided
over by the  Registrant's  current  president.  Second,  that  the  Registrant's
management and new directors provide  consulting  services to third parties that
desire to attain public trading status by assisting them in preparation of Forms
10 and 10-SB in exchange for securities to be distributed directly by the client
issuer to the  Registrant's  stockholders.  Third,  that the Registrant  acquire
operating  companies  that could benefit from the  Registrant's  public  trading
status and from the  experience  of the  Registrant's  directors.  In  addition,
Yankees has  recommended  that the  Registrant  divest  itself of its  currently
operating  subsidiaries  in order to obtain  required  working  and  development
capital and to assure that their  current  liabilities  do not impact its future
prospects.  In the event that appropriate sales cannot be arranged,  Yankees has
recommended  that the  operating  subsidiaries  be spun out to the  Registrant's
current stockholders as independent public companies.  The Registrant's Board of
Directors is considering Yankee's recommendations.                              

     As a  result  of the  default  described  in Item  1,  the  Registrant  has
discontinued all of its business operations, other that those of its subsidiary,
Tech-Tel Communications, Inc.                                                   

Item 4.     Changes in Registrant's Certifying Accountant                       

     On January 21, 1999, Ernst & Young LLP resigned as independent auditors for
the Registrant.                                                                 

     The report of Ernst & Young LLP on the Registrant's financial statements as
of September  30, 1997 and for period from June 1, 1997 (date of  inception)  to
September 30, 1997 did not contain an adverse opinion or a disclaimer of opinion
and was not qualified or modified as to uncertainty,  audit scope, or accounting
principles.                                                                     

     In connection with the audit of the Registrant's financial statements as of
September  30, 1997 and for the period from June 1, 1997 (date of  inception) to
September 30, 1997, and in the subsequent  period,  there were no  disagreements
with Ernst & Young LLP in any matters of  accounting  principles  or  practices,
financial  statement  disclosure , or auditing scope or procedures which, if not
resolved to the  satisfaction  of Ernst & Young LLP,  would have caused  Ernst &
Young LLP to make  reference to the matter in their report,  the  Registrant has
requested  Ernst & Young LLP to furnish it a letter  addressed to the Commission
stating whether it agrees with the above statements.  A copy of that letter will
be filed as an exhibit to Form 8-Ka.                                            

     The Registrant has selected the firm of Weinberg & Company, P.A., Certified
Public Accountants, of Boca Raton, Florida to replace Ernst & Young LLP.        

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Item 5.Other Events                                                             

Business Matters                                                                

     On or about September 15, 1998, International Telemedia Associates, Inc., a
Georgia  corporation  ("ITA")  with which the  Registrant  engaged  in  business
through RCP Communications,  Inc., a wholly owned subsidiary ("RCP"),  defaulted
in its obligation to pay RCP  approximately  $1,800,000 for services rendered to
third parties,  payment for which was collected by ITA. Thereafter,  RCP and two
other corporations,  Psychic Discovery Network, Inc., a Delaware corporation and
BLJ Communications,  Inc., a Florida corporation,  all creditors of ITA, filed a
petition seeking ITA's involuntary bankruptcy.  As a result of such default, all
of the  Registrant's  operations  were  materially  affected in a very  negative
fashion and it is likely that some or all of the  Registrant's  current business
operations will have to be  restructured,  divested or terminated.  In addition,
the resulting  shortfall in revenue has caused the  Registrant to delay payments
on its own obligations, reduce personnel and operations. As a consequence of its
lack of  operating  revenue,  the  Registrant  was  unable  to pay the  expenses
associated  with  preparation  of  its  annual  audit  on  a  timely  basis  and
consequently,  failed to file its annual  report on SEC Form  10-KSB on a timely
basis. The Registrant's  management,  together with its newly elected  directors
and its strategic planning  consultant,  the Yankee Companies,  Inc., are taking
steps to retain  less  costly  auditors  in order to  promptly  file the delayed
report on SEC Form 10-KSB, as well as to streamline the Registrant's  operations
and seek new business opportunities.                                            

     As a  result  of the  default  described  in Item  1,  the  Registrant  has
discontinued all of its business operations, other that those of its subsidiary,
Tech-Tel Communications, Inc., and as to those, the Registrant is negotiating to
dispose of a controlling  interest therein in  consideration  for being released
from all liabilities associated therewith.                                      

Litigation                                                                      

     The  Registrant   recently  retained  Mark  C.  Perry,   Esquire,  of  Fort
Lauderdale,  Florida,  as  litigation  counsel.  The  following  information  is
provided based on Mr. Perry's preliminary observations:                         

Current Litigation                                                    

     In Madhu Sethi v. Colmena Corporation, Techtel Communications, Inc. and T2U
Co., Broward County Circuit Court,  Case No: 98-21089  (Brescher),  Madhu Sethi,
(hereinafter  referred to as Madhu),  sued the Registrant upon an alleged breach
of an employment  agreement dated February 18, 1998, seeking $24,068.69 for past
wages together with future wages and attorney's fees. The Registrant has various
documents  which indicate  Madhu may have violated his  employment  agreement by
utilizing  the corporate  American  Express card to travel to India for personal
reasons and further may have  violated  the  non-competition  provisions  of the
agreement. The Registrant may also have causes of action against Madhu for fraud
with regard to sale of Business Technology Systems, Inc (hereinafter referred to
as BTS) to the  Registrant  and with  regard  to  funding  received  by BTS from
Deutsche Financial  Services  Corporation (DFS). The Registrant's new management
has  recently  contacted  Mr.  Madhu and it appears  possible  that these mutual
claims may be resolved.                                                         

     Deutsche Financial  Services  Corporation v. Business  Technology  Systems,
Inc.,  Richard C. Peplin,  Jr., and Colmena  Corporation,  American  Arbitration
Association,  No.  531490021598  (Columbus,  Ohio).  This  arbitration  case  is
scheduled  for  mediation  on February  17, 1999 in  Columbus,  Ohio. A position
statement is due on February 7, 1999. There is a request for a $1,000.00 deposit
for the mediator,  Samuel H. Porter, to be made on or before February l, 1999. A
request  for  continuance  of this  mediation  has  been  made  to the  American
Arbitration Association. The Registrant's President is of the opinion that there
may be  various  defenses  to this  action.  Madhu  sold the  assets of BTS to a
company  created  by the  Registrant  and which was to change the name of BTS to
Sethi Holding Company thereby allowing the newly formed entity controlled by the
Registrant to utilize the name BTS. At this time, it is unclear as to whether or
not this was  accomplished.  The  Registrant's  president  believes  that Sethi,
subsequent  to the  closing,  may have  continued  to  utilize  the name BTS for
funding from DFS as well as collateral  certificates sent to DFS originated from
Sethi  utilizing BTS. The  Registrant's  newly appointed  litigation  counsel is
evaluating the proceeding and will make recommendations to the Board in the near
future.                                                                         

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Potential Regulatory Actions:                                         

In the matter of RCP Communications, Inc.  (Attorney General, State of
Kansas, Consumer Protection Division)   a Subpoena Duces Tecum pursuant to      
K.S.A. 50-631  was issued and  responded to by RCP.   No formal complaint has   
been filed.                                                                     

     In the matter of Louisiana Public Service Commission v. RCP Communications,
Inc.,  Enterprise  Group,  Inc., T2U  Communications,  and Richard C. Peplin. No
formal  complaint has been filed,  however,  the parties have been  requested to
appear, at an unspecified  date, before the Louisiana Public Service  Commission
by notice dated January 7, 1999.                                                

On December 9 th and 10, 1998, the president and regulatory  affairs  
manager of T2U Co.  (formerly  RCP  Communications,  Inc. and sometimes  doing  
business as RCP Enterprise Group,  Inc.), a wholly owned Delaware  subsidiary   
of the Registrants whose  sales  operations  have been  discontinued,  were     
asked to  testify in a confidential,  non-public  hearing before staff of the   
Federal Trade  Commission "to determine whether various entities may be engaging
or have engaged in unfair or deceptive action,  acts or practices in or         
affecting commerce in violation of Section 5 of the Federal  Trade  Commission  
Act, 15 U.S.C.,  Section 45, or the Commission's  [FTC] Trade  Regulation Rule  
pursuant to the Telephone  Disclosure and Dispute Resolution Act of 1992, 16    
CFR part 308."                                                                  

    In addition, in response to a Federal Trade Commission Civil Investigative
Demand,  T2U Co. has  produced a  substantial  number of  documents.  Should the
Federal Trade Commission  institute  proceedings against the subject subsidiary,
allegations  could  include,  among other  things,  that it engaged in deceptive
and/or  unfair acts or practices in violation of Section 5 of the Federal  Trade
Commission  Act, 15 U.S.C.  45, by selling prepaid  telephone  calling cards via
direct mail and billing  customers  through local exchange  telephone  companies
under  circumstances  whereby many  consumers  have  complained  that they never
purchased  such cards or authorized the charges to their  accounts.  As monetary
relief for any such violations, the Federal Trade Commission could seek consumer
redress and  disgorgement to the United States Treasury of up to the full amount
of money consumers have paid in connection with the prepaid calling card program
of T2U Co. (formerly RCP Communications Inc. and sometimes doing busines as RCP 
Enterprises Group, Inc.),which management estimates to be in excess of$7,275,000
Moreover,  the staff of the Federal Trade  Commission  has,  pursuant to a Civil
Investigative Demand,  subpoenaed a significant number of people, including some
not  affiliated  with  T2U,  requiring  the  production  of  documents  and  /or
testimony. While the investigation has been in progress for a significant period
of time and the staff of the Federal Trade Commission has indicated that it will
probably recommend proceedings, the Registrant is not in a position to determine
whether the FTC will  institute  proceedings,  the defendants to be named in any
such  proceedings  should they be instituted,  the scope of any such proceedings
should  they be  instituted,  the  likelihood  of any  adverse  decision  should
proceedings be instituted,  or the extent of any penalties should they be sought
in any  proceeding.  Registrant's  management does not believe that either it or
its subsidiary violated any of the foregoing  provisions and it would vigorously
defend against any action should an action be instituted.                       

     In Re: The People v. RCP,  Communication.  On March  19,1998,  The State of
Illinois  filed a complaint  for  injunctive  and other  relief.  The  Complaint
alleges  that RCP has engaged in unfair and  deceptive  acts or practices in the
conduct of trade and commerce in violation  of the Illinois  Consumer  Fraud and
Deceptive Business Practice Act [815 ILCS 5055/1 et seq. (1996)]. RCP is accused
of having  "purportedly  advertised,  solicited,  offered  for sale,  sold,  and
distributed  enhanced  services to, among others,  residents of Sangamon County,
Illinois,  and  billed  or  caused  Illinois  consumers  to be  billed  for such
services." A proposed  final  judgment and consent  decree was  forwarded to the
Registrant but has not been signed. The proposed final consent decree is against
RCP Enterprises  Group,  Inc. d/b/a RCP  Communications  Group and International
Telemedia Associates,  Inc. and if agreed upon requires a payment of $100,000.00
to the State as well as restitution  to every  Illinois  consumer who was billed
for any of RCP's enhanced services.                                             

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Litigation by the Registrant                                          

     In re: International Telemedia Associates, Inc., Debtor Chapter 7, Case No:
A98-75533-SWC,  Northern District of Georgia, Atlanta Division Bankruptcy Court.
On or about  September 15, 1998,  International  Telemedia  Associates,  Inc., a
Georgia  corporation  ("ITA")  with which the  Registrant  engaged  in  business
through RCP Communications,  Inc., a wholly owned subsidiary ("RCP"),  defaulted
in its obligation to pay RCP  approximately  $1,800,000 for services rendered to
third parties,  payment for which was collected by ITA. Thereafter,  RCP and two
other corporations,  Psychic Discovery Network, Inc., a Delaware corporation and
BLJ Communications,  Inc., a Florida corporation,  all creditors of ITA, filed a
petition seeking ITA's involuntary bankruptcy.  As a result of such default, all
of the  Registrant's  operations  were  materially  affected in a very  negative
fashion and it is likely that some or all of the  Registrant's  current business
operations will have to be restructured,  divested or terminated. Proof of Claim
should  be  filed  in this  matter.  LEC's  may  seek  to  recover  monies  from
information providers such as RCP Communications, BW Communications, etc.       

Potential Litigation by the Registrant                                

     Strategica Service Corporation.  Based on agreements between the Registrant
and Strategica Group, and its affiliates (collectively "Strategica"), Strategica
was to arrange funding  required by the Registrant and the Registrant was to pay
Strategica  monthly  fees of  $5,000.00  per month  for a period  of 60  months.
Subsequently  the  agreement  was  modified  to require  payment for May 1998 of
$5,000.00,  June  1998  through  May 1999 of  $5,000.00  per month and June 1999
through April 2003 at $5,000.00  per month with a $100,000.00  due diligence fee
to be paid at a rate of $25,000.00 per month  commencing on June 1, 1998. It was
further  agreed on June 9, 1998 at time of execution  to transmit to  Strategica
Services Corporation an additional $40,000.00 within 2 business days. Strategica
never  arranged for the promised  financing and the Registrant has paid some but
not all of the fees called for under the agreements.  The Registrant may seek to
recover all payments  made and pursue  claims for damages  occasioned,  in which
case it is possible Strategica would sue for the unpaid fees.                   

     Purchase and Sale of Stock  Agreement  between  Colmena  Corp.  and Luis G.
Coello. The Registrant paid approximately  $300,000 in expenses as an advance to
World Long Distance,  Inc.,  Telenet  Int'l,  Inc.,  Telecuba  and/or Mr. Coello
pursuant to the Agreement.  The Agreement provided that it be construed pursuant
to  Florida  law and that any  controversy  would be  resolved  in  arbitration.
Further,  in the event that the transaction did not close any funds advanced for
working capital  purposes not to exceed  $500,000.00  would be converted into 24
month fully amortized note at 10% interest.  The Registrant believes that it has
a cause of action to recover the funds advanced.                                

Potential Reorganization                                              

     In light of the volume of litigation,  potential  litigation and regulatory
action,  the  Registrant's  recently  retained  strategic  consultant  which has
discussed with members of the  Registrant's  Board of Directors,  management and
legal  counsel,  the  possibility  of a  reorganization  under Chapter 11 of the
United States Bankruptcy Code. Such a procedure could consolidate all litigation
and,  through  divestiture  through spin out or otherwise of  subsidiaries  with
potential  regulatory  problems  (all of  which  are  currently  inactive),  the
Registrant  could  protect its assets,  recover  sums owed by third  parties and
proceed with new business plans.  The  Registrant's  Board of Directors has such
course  of  action  under  consideration,  but  currently  prefers  to work  out
settlements, if that course is available.                                       

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Item 7.     Financial Statements and Exhibits                                   

(c)     Exhibits                                                                

10.1     Yankees Consulting Agreement, page                           
16.1     Letter re Change in Certifying Accountant, to be provided by 
amendment.                                          
    99.b-1   Minutes of Directors Meeting electing new officers and directors,
dated January 12, 1999,  page                       

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SIGNATURE                                                                       

         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 hereunto duly authorized.                                           

COLMENA CORP.,
A Delaware corporation
(Registrant)

Date: January 29, 1999                                                          

By: /s/ Richard C. Peplin, Jr         
  --------------------------------
      /s/  Richard C. Peplin, Jr., President

 9

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		2/17/99		6
		2/7/99		6
Filed on / For Period End:		1/29/99		1		10
		1/21/99		5
		1/12/99		3		9
		1/7/99		7
		9/15/98		2		8
		6/9/98		8
		6/1/98		8
		2/18/98		6
		9/30/97		5					10KSB,  NT 10-K
		6/1/97		5
		9/1/94		4
		2/16/94		4
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