<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549

                                   FORM 10-QSB

(Mark One)

   [x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1997

   [ ]       TRANSITION REPORT PURSUANT TO SECTION 13
          OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   For the transition period from _______________ to _______________


Commission File Number 0-27842

                                SPORTS-GUARD, INC.
-------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           Delaware                                          54-1778587
---------------------------                      ------------------------------
(State or other jurisdiction                        (IRS Employer
of incorporation or organization)                   Identification No.)

                3212 Skipwith Road, Suite G-1, Richmond, Virginia 23294
-------------------------------------------------------------------------------
                       (Address of principal executive offices)


                                 (804) 967-0500
                           ---------------------------
                           (Issuer's telephone number)

   

-------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last 
report)

   Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or 
for such shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 days.

                            Yes                 No   X    
                                -----              -----

   At June 30, 1997, 5,981,923 shares of the Company's common stock were 
outstanding.

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

                                                                         PAGE
                                                                         ----
ITEM 1.   Financial Statements

   (a)    Balance Sheets - June 30, 1997 (Unaudited) and September 30, 
          1996.............................................................2

   (b)    Statements of Operations (Unaudited) - Three and Nine Month
          Periods Ended June 30, 1997 and 1996 and Period from
          Inception (July 11, 1994) to June 30, 1997.......................3

   (c)    Statements of Cash Flows (Unaudited) - Nine Month
          Periods Ended June 30, 1997 and 1996 and Period from
          Inception (July 11, 1994) to June 30, 1997.......................4

   (d)    Notes to Unaudited Condensed Financial Statements................5

ITEM 2.   Management's Discussion and Analysis or 
          Plan of Operation................................................6

PART II - OTHER INFORMATION................................................7



                                        -1-

<PAGE>

                                SPORTS-GUARD, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                      ASSETS
                                              June 30, 1997      September 30,
                                               (Unaudited)           1996
                                              --------------     --------------
Cash                                          $         392      $      22,832 
Inventory                                             2,554             29,744 
Prepaid Expenses                                        537                 75 
Property and equipment (net of accumulated           49,323             39,640
depreciation of $4,740 and $4,724)                   
Deposits                                                  0                  0
                                              --------------     --------------
                                              $      52,806      $      92,291 
                                              ==============     ==============

                        LIABILITIES AND STOCKHOLDERS' EQUITY 
Liabilities                        
Accounts payable - trade                      $     147,680      $      37,030 
Accrued expenses                                     41,128              7,809 
Notes payable                                       118,880            118,880 
Accounts payable - stockholder                      204,392            126,855 
                                              --------------     --------------
   Total liabilities                          $     512,080      $     290,574 
                                              --------------     --------------
Stockholders' equity                       
Common stock, $.01 par value                         59,819             58,549 
Additional paid-in capital                          415,142            352,912 
Deficit accumulated during the development stage   (934,235)          (609,744)
                                              --------------     --------------
   Total deficit in stockholders' equity      $    (459,274)     $    (198,283)
                                              --------------     --------------
                                              $      52,806      $      92,291 
                                              ==============     ==============

                                        -2-


<PAGE>
<TABLE>

                                                    SPORTS-GUARD, INC.
                                              (A DEVELOPMENT STAGE COMPANY)
                                                 STATEMENT OF OPERATIONS
                                                        (UNAUDITED)

<CAPTION>

                                Three Months  Three Months Nine Months    Nine Months  July 11, 1994 
                                 Ended June    Ended June   Ended June    Ended June  (Inception) to
                                  30, 1996      30, 1997      30, 1996      30,1997    June 30, 1997
                                 -----------   -----------   -----------   -----------   -----------
<S>                              <C>           <C>           <C>           <C>           <C>
Sales                            $      459    $        0    $    1,298    $        0    $    1,495 
Cost of sales                            95                         225                         317 
                                 -----------   -----------   -----------   -----------   -----------
   Gross profit                         364             0         1,073             0         1,178 
                                 -----------   -----------   -----------   -----------   -----------
Expenses:  
    Advertising                      29,430                     142,429                     143,087 
    Legal and accounting fees        55,988         5,700        68,788        36,654       127,475 
    Consulting fees                  22,136         5,000        49,752        63,000       138,560 
    Executive compensation           24,000        24,000        48,000        72,000       144,000 
    Executive compensation (waived)                              24,000                      48,000 
    Rent                              9,999        10,000        27,087        30,000        75,547 
    Travel                            3,890           785         9,325         3,159        21,895 
    Auto expenses                        30         1,123         3,232         4,742        20,586 
    Telephone                         1,542           848        10,412         2,974        18,272 
    Contract labor                    5,141           384        11,298         4,000        18,761 
    Office expenses                     737         1,190         9,403         2,265        14,957 
    License and fees                  6,221         3,646         7,026         9,531        20,050 
    Interest                          2,931         6,911         3,260        21,183        28,119 
    Payroll taxes                     2,038                       3,874         3,151         8,861 
    Printing                          1,362                       5,680                       5,680 
    Meals and entertainment             557            61         2,055         1,183         6,823 
    Testing                              82                         782         1,740         6,901 
    Postage                           1,026           226         3,088           540         5,036 
    Depreciation                      1,576         1,622         3,064         4,820         9,544 
    Supplies                                                                                  3,027 
    Equipment rental                                  334         1,592         1,197         3,524 
    Dues and subscriptions              313           643           822         1,338         3,330 
    Insurance                                                                                 1,344 
    Taxes                                                           220                       1,175 
    Miscellaneous                       455           103           658           274         1,252 
    Utilities                           214                         449           160           769 
    Donations                                                                                   125 
    Repairs                                                                        31            62 
                                 -----------   -----------   -----------   -----------   -----------
   Total Expenses                   169,668        62,576       436,296       263,942       876,762 
                                 -----------   -----------   -----------   -----------   -----------
                                                                        
Other Expenses      
    Loss on Disposal of Equipment                  22,096                      22,096        22,096 
    Loss on Disposal of Inventory                  38,455                      38,455        38,455 
                                               -----------                 -----------   -----------
   Total Other Expenses                            60,551                      60,551        60,551 
                                               -----------                 -----------   -----------

   Net loss                      $ (169,304)   $ (123,127)   $ (435,223)   $ (324,493)   $ (936,135)
                                 ===========   ===========   ===========   ===========   ===========


                                                 -3-

</TABLE>


<PAGE>
<TABLE>

                                          SPORTS-GUARD, INC.
                                    (A DEVELOPMENT STAGE COMPANY)
                                      STATEMENT OF CASH FLOWS
                                               (UNAUDITED)
<CAPTION>
                                                                                     July 11, 1994
                                          Nine Months Ended   Nine Months Ended  (Inception) to June 
                                             June 30, 1996       June 30, 1997         30,1997
                                           -----------------   -----------------   -----------------
<S>                                        <C>                 <C>                 <C>
Cash flows from operating activities:                                        
    Net loss                               $       (435,223)   $       (324,493)   $       (936,135)
    Adjustment to reconcile to net
    cash used in operating activities:                                        
        Depreciation                                  3,064               4,820               9,544 
        Write-off of deferred charges                16,284                                 
        Waived compensation                          24,000                                  48,000 
        Changes in:                                        
            Accounts payable                         44,376             110,650             147,680 
            Other payables                                               10,355              15,637 
            Accrued expenses                        (17,328)             22,964              25,491 
            Inventory                               (30,800)             27,190              (2,554)
            Prepaid expenses                           (150)               (462)               (537)
                                           -----------------   -----------------   -----------------
Net cash used in operating activities      $       (395,777)   $       (148,976)   $       (692,874)
                                           -----------------   -----------------   -----------------
                                        
Cash flows from investing activities                                        
    Acquisition of equipment                        (12,383)            (36,599)            (80,963)
    Disposal of equipment                                                22,096              22,096 
    Deposits                                            100                 -                   -   
                                           -----------------   -----------------   -----------------
Net cash used in investing activities               (12,283)            (14,503)            (58,867)
                                           -----------------   -----------------   -----------------
                                        
Cash flows from financing activities                                        
    Proceeds from notes payable                      10,000                                  10,000 
    Repayments of notes payable                      (3,750)                                (10,000)
    Issuance of notes payable - Apportum            118,880                                 118,880 
    Proceeds from convertible notes                                                             -   
    Common stock subscriptions (net of 
    syndication costs of $0 and $15,941)            203,887                                 359,059 
    Issuance of common stock                                             63,500              69,800 
    Borrowings from shareholder                      14,100              82,872             256,737 
    Repayments of borrowings from shareholder       (18,400)             (5,334)            (52,345)
                                           -----------------   -----------------   -----------------
Net cash provided by financing activities           324,717             141,038             752,131 
                                           -----------------   -----------------   -----------------
Net increase (decrease) in cash                     (83,343)            (22,441)                391 
Cash at beginning of period                          84,746              22,832                 -   
                                           -----------------   -----------------   -----------------
Cash at end of period                      $          1,403    $            391    $            391 
                                           =================   =================   =================

</TABLE>
                                                 -4-


<PAGE>

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


Basis of Presentation
---------------------

   The Company's unaudited condensed balance sheet as of June 30, 1997 and 
September 30, 1996, and the interim unaudited condensed statements of 
operations for the three month and the nine month periods ended June 30, 
1997 and 1996, and the related unaudited condensed statements of cash flows 
have been prepared by the Company without audit.  In the opinion of 
management, all adjustments considered necessary to present fairly the 
financial position at June 30, 1997 and September 30, 1996, and the results 
of operations and cash flows of the Company for each of the quarters and 
nine months ended June 30, 1997 and 1996, have been made.

   Certain information and footnote disclosures normally included in the 
financial statements prepared in accordance with generally accepted 
accounting principles, have been omitted from the Company's unaudited 
financial statements.  The audited financial statements and notes thereto 
for the period ended September 30, 1996 should be referred to by the reader.

Losses on Disposal of Equipment and Inventory
---------------------------------------------

   The Company wrote-off its finished-goods of the old Fielders-Guard masks 
in the amount of $38,455.  The Company also wrote-off the cost of the 
original mold used to manufacture the old Fielders-Guard masks, in the 
amount of $26,900.

Inventory
---------

   Inventory consisted of the following at June 30, 1997:

         Raw Material         $ 2,554
         Finished Goods             0
                              -------
         Total                $ 2,554   
                              =======

Executive Compensation
----------------------

   The salary for the Company's president was accrued for the quarter ended 
June 30, 1997 at $24,000.

Shareholders' Equity
--------------------

   The Company has the authority to issue 20,000,000 shares of common stock, 
$.01 par value.  During the quarter ended June 30, 1997, no shares of the 
Company's common stock was issued.



                                       -5-

<PAGE>

ITEM 2.   Management's Discussion and Analysis or Plan of Operation.
          ----------------------------------------------------------

   The Company is a development stage entity engaged in the design and 
distribution of sports safety equipment.  The Company's first product, known 
as the Fielders-Guard, is a polycarbonate face guard for use primarily by 
defensive players in the sports of baseball and softball.  

   Despite the Company's continued marketing efforts, the Company had no 
sales of the Fielders-Guard and, consequently, no revenues during the nine 
month period ended June 30, 1997.  Revenues for the three month period ended 
June 30, 1997 decreased by approximately 100% over the same period in the 
prior year, and general and administrative expenses decreased by 
approximately 63%.  Management determined that the design of the Fielders-
Guard was a significant factor in the lack of market acceptance of the 
product.  Consequently, the Company developed a plan to redesign its product 
in order to attempt to attain market acceptance.  The Company engaged 
Advanced Design Corporation of Newington, Virginia to develop structural 
improvements in the Fielders-Guard while reducing the overall size and 
thickness of the polycarbonate mask and impact pads.  The redesigned 
Fielders-Guard has a projection for the nose area and a more open design 
allowing more ventilation and easier communication between players, it is 
also lighter-weight and is constructed with a clear polycarbonate injection 
molded mask which allows for clearer visibility.

   The Company took a loss on the disposal of the original mold in the 
amount of $26,900, and on the disposal of its inventory of the old masks in 
the amount of $38,455 during the three month period ended June 30, 1997.  
During the nine month period ended June 30, 1997, the Company's cash 
position decreased by $22,440 to $392 at June 30, 1997.  The Company also 
had a deficiency in working capital which increased from a deficit of 
$237,923 at September 30, 1996 to a deficit of $508,597 at June 30, 1997.  
The decrease in the Company's liquidity is primarily due to the fact that 
the Company depleted its cash to pay expenses, and continued to expend funds 
for general and administrative expenses without adequate revenues from 
operations to offset such expenses.  During the nine month period ended June 
30, 1997, the Company's inventory decreased to $2,554 as a result of the 
disposal of the old Fielders-Guard masks. 

   The Company produced approximately 25 prototypes of the redesigned 
Fielders-Guard, using a vacuum mold, for use in obtaining a preliminary 
indication of market acceptance and establishing relationships with 
potential dealers.  The Company also entered into an agreement with Revere 
Mold and Engineering of Chester, Virginia for production of the injection 
mold for the redesigned Fielders-Guard.  Subject to the availability of 
funds, management intends to engage Reiss Corporation of Blackstone, 
Virginia to begin contract manufacturing of the Fielders-Guard mask 
following completion of the new injection mold, as well as to provide 
product assembly and packaging services.  The redesigned pads for the 
Fielders-Guard will be produced by Rubatex Corporation of Bedford, Virginia, 
using the Company's existing inventory of pads for initial production.  
There can be no assurance that the redesigned product will result in market 
acceptance or any meaningful level of sales.  

   The Company has previously conducted an unsuccessful private offering of 
Common Stock to raise funds necessary in order to continue its operations.  
There is no assurance that the Company will be successful in raising 
additional capital, that the redesigned Fielder-Guard will result in market 
acceptance, that the Company will be able to generate any meaningful level 
of sales of the redesigned Fielders-Guard product or that the Company will 
be able to continue its ongoing operations.


                                       -6-

<PAGE>

PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings.
          -----------------

          Inapplicable

Item 2.   Changes in Securities.
          ---------------------

          Inapplicable.

Item 3.   Defaults Upon Senior Securities.
          -------------------------------

          Inapplicable.

Item 4.   Submission of Matters to a Vote of Security Holders.
          ---------------------------------------------------

          Inapplicable.

Item 5.   Other Information.
          -----------------
 
          Inapplicable.

Item 6.   Exhibits and Reports on Form 8-K.
          --------------------------------

   (a)    Exhibits
          --------

          Inapplicable.

   (b)    Reports on Form 8-K
          -------------------

          No reports on Form 8-K were filed during the period covered by this 
         report.


                                       -7-

<PAGE>

                                   SIGNATURES


   In accordance with the requirements of the Exchange Act, the Registrant 
caused this report to be signed on its behalf by the undersigned, thereunto 
duly authorized.

                                          SPORTS-GUARD, INC.
                                          (Registrant)



Dated:  October 20 , 1997                 By:  /s/ NORMAN O. MILLIGAN, SR.
                                               ---------------------------
                                               Norman O. Milligan, Sr.,
                                               Chief Financial Officer





                                       -8-