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


                                March 17, 2004
                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

On November 11, 2003, the Registrant filed a report on Form 8-K, disclosing that
it had entered into a letter of intent to acquire National ComTel Network, Inc.
("National ComTel"). On December 29, 2003, the Registrant filed a further report
on Form 8-K, updating the status of the letter of intent, affirming the parties'
intention to complete the transaction, and expressing the hope that closing on
the contemplated acquisition could take place during the first three calendar
months of 2004.

Because of ongoing delays in resolving issues relating to National ComTel's SBA
loan, closing cannot be completed as anticipated. Rather than withdrawing from
the letter of intent, the parties have reviewed the status of issues relating to
that SBA loan and have reaffirmed their desire to complete the proposed
transaction in the near future. The Registrant expects to discuss the loan with
the board of directors of CIT Small Business Lending Corporation in the next
several days to determine if the remaining concerns can be resolved. The
Registrant will promptly file another report on Form 8-K in the event of
material developments concerning this matter.

The Registrant also discloses that it cannot currently meet its financial
obligations due to the lack of funding. While the Registrant continues to seek
alternative sources of funding, no assurances can be provided that such efforts
will be successful.


Item 6.  Resignation of Director

Effective March 17, 2004, Vanessa H. Lindsey resigned as a director in
accordance with Article XIV of the Registrant's articles of incorporation due to
constraints upon her available time. This resignation did not involve any
disagreement with the Registrant's policies or procedures.


<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: April 7, 2004
                                 /s/ Anthony Q. Joffe
                                Anthony Q. Joffe
                                    President


                                     Page 3


<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "form8ksb.txt", "secsgml_size_bytes": 5769}]
{"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": "04722564"}, "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

                                March 17, 2004
                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

On November 11, 2003, the Registrant filed a report on Form 8-K, disclosing that
it had entered into a letter of intent to acquire National ComTel Network, Inc.
("National ComTel"). On December 29, 2003, the Registrant filed a further report
on Form 8-K, updating the status of the letter of intent, affirming the parties'
intention to complete the transaction, and expressing the hope that closing on
the contemplated acquisition could take place during the first three calendar
months of 2004.

Because of ongoing delays in resolving issues relating to National ComTel's SBA
loan, closing cannot be completed as anticipated. Rather than withdrawing from
the letter of intent, the parties have reviewed the status of issues relating to
that SBA loan and have reaffirmed their desire to complete the proposed
transaction in the near future. The Registrant expects to discuss the loan with
the board of directors of CIT Small Business Lending Corporation in the next
several days to determine if the remaining concerns can be resolved. The
Registrant will promptly file another report on Form 8-K in the event of
material developments concerning this matter.

The Registrant also discloses that it cannot currently meet its financial
obligations due to the lack of funding. While the Registrant continues to seek
alternative sources of funding, no assurances can be provided that such efforts
will be successful.

Item 6.  Resignation of Director

Effective March 17, 2004, Vanessa H. Lindsey resigned as a director in
accordance with Article XIV of the Registrant's articles of incorporation due to
constraints upon her available time. This resignation did not involve any
disagreement with the Registrant's policies or procedures.
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: April 7, 2004
                                 /s/ Anthony Q. Joffe
                                Anthony Q. Joffe
                                    President

                                     Page 3