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, 2005.  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


                                 August 25, 2003
                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.)


                  101 SW 11th Avenue; Boca Raton, Florida 33486
                    (Address of principal executive offices)
                                   (Zip code)

                                 (561) 392-6010
              (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 August 25, 2003, our Company executed a Settlement and Release Agreement
with  Deutsche  Financial  Services  Corporation,  now  known  as GE  Commercial
Distribution    Finance   Corporation   (the   "Agreement   and   "Deutsche/GE,"
respectively), to resolve our Company's outstanding debt with Deutsche/GE.

     Under the  Agreement,  Deutsche/GE  agreed to settle our Company's  debt of
$70,223.89  in exchange for 4 million  shares of restricted  common  stock.  The
Agreement also contains mutual releases of all claims by the parties,  piggyback
registration  rights,  and an  anti-dilution  provision in the event our Company
subsequently  issues  securities with greater or superior voting rights than the
shares  received by  Deutsche/GE.  A certificate  representing  the  Deutsche/GE
shares is in the process of being issued.

     As a result of this transaction,  Deutsche/GE  becomes one of our Company's
largest  shareholders,   with  a  total  ownership  of  6.5  million  shares  or
approximately 5.5% of our Company's outstanding common stock.

     A copy of the Agreement is included 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

(10)     .51           4               Second Settlement and release Agreement
                                      with Deutsche Financial Services


                                     Page 2


<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: September 12, 2003

                                /s/ Anthony Q. Joffe
                                    President


                                     Page 3


<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "form8-ksb.txt", "description": "8-KSB", "secsgml_size_bytes": 5587}]
{"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": "03894495"}, "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"}}
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, 2005.  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

                                 August 25, 2003
                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.)

                  101 SW 11th Avenue; Boca Raton, Florida 33486
                    (Address of principal executive offices)
                                   (Zip code)

                                 (561) 392-6010
              (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 August 25, 2003, our Company executed a Settlement and Release Agreement
with  Deutsche  Financial  Services  Corporation,  now  known  as GE  Commercial
Distribution    Finance   Corporation   (the   "Agreement   and   "Deutsche/GE,"
respectively), to resolve our Company's outstanding debt with Deutsche/GE.

     Under the  Agreement,  Deutsche/GE  agreed to settle our Company's  debt of
$70,223.89  in exchange for 4 million  shares of restricted  common  stock.  The
Agreement also contains mutual releases of all claims by the parties,  piggyback
registration  rights,  and an  anti-dilution  provision in the event our Company
subsequently  issues  securities with greater or superior voting rights than the
shares  received by  Deutsche/GE.  A certificate  representing  the  Deutsche/GE
shares is in the process of being issued.

     As a result of this transaction,  Deutsche/GE  becomes one of our Company's
largest  shareholders,   with  a  total  ownership  of  6.5  million  shares  or
approximately 5.5% of our Company's outstanding common stock.

     A copy of the Agreement is included 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

(10)     .51           4               Second Settlement and release Agreement
                                      with Deutsche Financial Services

                                     Page 2
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: September 12, 2003

                                /s/ Anthony Q. Joffe
                                    President

                                     Page 3