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, 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


                                December 17, 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 November 3, 2003,  our Company filed a report on Form 8-K  (incorporated
herein by reference  pursuant to Rule  12b-23)  concerning a letter of intent it
had signed with National ComTel Network Inc., a California  corporation  engaged
in the  business  of  providing  telecommunications  services  to  business  and
residential users (the "Letter" and "National ComTel,"  respectively).  Pursuant
to the terms of the Letter, our Company intends to acquire all of the securities
of National  ComTel in exchange for 51% of the  outstanding  common stock of our
Company as of the date of  closing.  As a result of this  proposed  transaction,
National  ComTel would become a wholly owned  subsidiary of our Company.  At the
end of 12 months following closing,  if National ComTel achieves at least 90% of
its profit  projections  for that time  period,  National  ComTel  will  receive
additional  shares  of common  stock so as to give  National  ComTel  70% of our
Company's outstanding common stock at that time.

     Because of recent serious environmental  problems in California (wildfires,
mudslides and so forth) that temporarily  disrupted  National ComTel's business,
as well as  unanticipated  delays relating to the transfer of National  ComTel's
SBA  loan,  the  target  dates  set  forth in the  Letter  can no longer be met.
Accordingly,  by letter dated  December 17, 2003  (attached as an exhibit hereto
and  incorporated  herein by  reference),  the  parties  have  reaffirmed  their
commitment to completing the proposed  transaction  and have agreed to use their
best efforts to sign a  definitive  reorganization  agreement by early  February
2004 and to close on the proposed  transaction  by the end of the first  quarter
2004. Other than as set forth herein, the terms of the Letter remain unchanged.

                                     Page 2


<PAGE>



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)     .53         4                Letter of Intent with National Telcom.com


                                   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: December 29, 2003
                                 /s/ Anthony Q. Joffe
                                Anthony Q. Joffe
                                    President

                                    Exhibits


                                     Page 3


<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "form8ksb.txt", "secsgml_size_bytes": 6336}]
{"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": "031075154"}, "business-address": {"street1": "101 SOUTHWEST 11TH AVENUE", "street2": "0", "city": "BOCA RATON", "state": "FL", "zip": "33486", "phone": "561-392-6010"}, "mail-address": {"street1": "101 SOUTHWEST 11TH AVENUE", "street2": "0", "city": "BOCA RATON", "state": "FL", "zip": "33486"}, "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, 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

                                December 17, 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 November 3, 2003,  our Company filed a report on Form 8-K  (incorporated
herein by reference  pursuant to Rule  12b-23)  concerning a letter of intent it
had signed with National ComTel Network Inc., a California  corporation  engaged
in the  business  of  providing  telecommunications  services  to  business  and
residential users (the "Letter" and "National ComTel,"  respectively).  Pursuant
to the terms of the Letter, our Company intends to acquire all of the securities
of National  ComTel in exchange for 51% of the  outstanding  common stock of our
Company as of the date of  closing.  As a result of this  proposed  transaction,
National  ComTel would become a wholly owned  subsidiary of our Company.  At the
end of 12 months following closing,  if National ComTel achieves at least 90% of
its profit  projections  for that time  period,  National  ComTel  will  receive
additional  shares  of common  stock so as to give  National  ComTel  70% of our
Company's outstanding common stock at that time.

     Because of recent serious environmental  problems in California (wildfires,
mudslides and so forth) that temporarily  disrupted  National ComTel's business,
as well as  unanticipated  delays relating to the transfer of National  ComTel's
SBA  loan,  the  target  dates  set  forth in the  Letter  can no longer be met.
Accordingly,  by letter dated  December 17, 2003  (attached as an exhibit hereto
and  incorporated  herein by  reference),  the  parties  have  reaffirmed  their
commitment to completing the proposed  transaction  and have agreed to use their
best efforts to sign a  definitive  reorganization  agreement by early  February
2004 and to close on the proposed  transaction  by the end of the first  quarter
2004. Other than as set forth herein, the terms of the Letter remain unchanged.

                                     Page 2
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)     .53         4                Letter of Intent with National Telcom.com

                                   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: December 29, 2003
                                 /s/ Anthony Q. Joffe
                                Anthony Q. Joffe
                                    President

                                    Exhibits

                                     Page 3