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


                                October 15, 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 October 15, 2003,  our Company  signed a letter of intent 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.

     The proposed  acquisition  is subject to the condition  precedent  that all
material  executive  officers and directors for National  ComTel will enter into
employment agreements with National TelCom on terms satisfactory to our Company.

     The parties hope to sign an acquisition agreement as soon as possible after
November  15,  2003,  with  closing to take place as soon as  practicable  after
December  31,  2003  (and as will be set  forth  in the  acquisition  agreement)
following  completion of the required  independent  audits of National  ComTel's
financial statements for the fiscal years ended September 30, 2003 and 2002.

     A copy of the Letter is attached as an exhibit  hereto and is  incorporated
herein by reference.

     In addition,  our Company  recently issued 2,500,000 shares of common stock
(par value $0.01 per share) pursuant to a private placement, at a price of $0.01
per share. The subscriber was The Edith Sugarman Family Trust, Lynn E. Sugarman,
Trustee, 706 E. Borchard Avenue, Santa Ana, California 92707.


                                     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)     .52         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: October 31, 2003
                                 /s/ Anthony Q. Joffe
                                Anthony Q. Joffe
                                    President

                                    Exhibits


                                     Page 3


<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "form8ksb.txt", "secsgml_size_bytes": 6472}]
{"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": "03972241"}, "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

                                October 15, 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 October 15, 2003,  our Company  signed a letter of intent 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.

     The proposed  acquisition  is subject to the condition  precedent  that all
material  executive  officers and directors for National  ComTel will enter into
employment agreements with National TelCom on terms satisfactory to our Company.

     The parties hope to sign an acquisition agreement as soon as possible after
November  15,  2003,  with  closing to take place as soon as  practicable  after
December  31,  2003  (and as will be set  forth  in the  acquisition  agreement)
following  completion of the required  independent  audits of National  ComTel's
financial statements for the fiscal years ended September 30, 2003 and 2002.

     A copy of the Letter is attached as an exhibit  hereto and is  incorporated
herein by reference.

     In addition,  our Company  recently issued 2,500,000 shares of common stock
(par value $0.01 per share) pursuant to a private placement, at a price of $0.01
per share. The subscriber was The Edith Sugarman Family Trust, Lynn E. Sugarman,
Trustee, 706 E. Borchard Avenue, Santa Ana, California 92707.

                                     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)     .52         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: October 31, 2003
                                 /s/ Anthony Q. Joffe
                                Anthony Q. Joffe
                                    President

                                    Exhibits

                                     Page 3