<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 December 31, 1996

   [ ]        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 December 31, 1996, 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 - December 31, 1996 (Unaudited) and
          September 30, 1996................................................2

   (b)    Statements of Operations (Unaudited) - Three Month
          Periods Ended December 31, 1996 and 1995 and Period from
          Inception (July 11, 1994) to December 31, 1996....................3

   (c)    Statements of Cash Flows (Unaudited) - Three Month
          Periods Ended December 31, 1996 and 1995 and Period from
          Inception (July 11, 1994) to December 31, 1996....................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
                                              December 31,
                                                  1996           September 30,
                                               (Unaudited)            1996
                                              --------------     --------------
Cash                                          $         366      $      22,832 
Inventory                                            40,755             29,744 
Prepaid Expenses                                      5,707                 75 
Property and equipment (net of accumulated           34,184             39,640
depreciation of $4,740 and $4,724)                     
Deposits                                             11,670                -
                                              --------------     --------------
                                              $      92,682      $      92,291 
                                              ==============     ==============

                        LIABILITIES AND STOCKHOLDERS' EQUITY 
Liabilities                        
Accounts payable - trade                      $      64,349      $      37,030 
Accrued expenses                                     25,951              7,809 
Notes payable                                       118,880            118,880 
Accounts payable - stockholder                      146,452            126,855 
                                              --------------     --------------
   Total liabilities                          $     355,632      $     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   (737,911)          (609,744)
                                              --------------     --------------
   Total deficit in stockholders' equity      $    (262,950)     $    (198,283)
                                              --------------     --------------
                                              $      92,682      $      92,291 
                                              ==============     ==============

                                        -2-

<PAGE>

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

                                                                  July 11,
                                       Three          Three         1994
                                       Months         Months    (Inception)
                                       Ended          Ended         to
                                      December       December     December
                                       31,1995       31, 1996     31,1996
                                     -----------   -----------   -----------
Sales                                $        0    $        0    $    1,495 
Cost of sales                                 0             0           317 
                                     -----------   -----------   -----------
   Gross profit                               0             0         1,178 
                                     -----------   -----------   -----------
Expenses:                                     
    Advertising                         107,611                     143,087 
    Legal and accounting fees             5,562        12,287       103,108 
    Consulting fees                      19,750        58,000       133,560 
    Executive compensation                             24,000        96,000 
    Executive compensation               24,000                      48,000
   (waived)
    Rent                                  7,088        10,000        55,547 
    Travel                                4,233         2,148        20,884 
    Auto expenses                         1,266         2,464        18,308 
    Telephone                             2,058         1,057        16,355 
    Contract labor                        3,433         2,417        17,178 
    Office expenses                         650           503        13,195 
    License and fees                        397         1,985        12,504 
    Interest                                            6,529        13,465 
    Payroll taxes                                       1,259         6,969 
    Printing                              3,848                       5,680 
    Meals and entertainment               1,083           956         6,596 
    Testing                                 700         1,740         6,901 
    Depreciation                                        1,576         6,300 
    Supplies                                                          3,027 
    Equipment rental                        690           435         2,762 
    Dues and subscriptions                  346           274         2,266 
    Insurance                                                         1,344 
    Taxes                                                             1,175 
    Miscellaneous                           203           145         1,123 
    Utilities                               181           161           770 
    Donations                                                           125 
    Repairs                                                              31 
                                     -----------   -----------   -----------
   Total Expenses                    $  183,674    $  128,169    $  740,989
                                     -----------   -----------   -----------
   Net Loss                          $ (183,674)   $ (128,169)   $ (739,811)
                                     ===========   ===========   ===========


                                        -3-



<PAGE>
<TABLE>

                                          SPORTS-GUARD, INC.
                                    (A DEVELOPMENT STAGE COMPANY)
                                      STATEMENT OF CASH FLOWS
                                               (UNAUDITED)
<CAPTION>
                                                                                    July 11, 1994
                                              Three Months        Three Months      (Inception) to 
                                             Ended December       Ended December      December 31,
                                                31, 1995            31, 1996             1996
                                           -----------------   -----------------   -----------------
<S>                                        <C>                 <C>                 <C>
Cash flows from operating activities:                                        
    Net loss                               $       (183,674)   $       (128,169)   $       (739,811)
    Adjustment to reconcile to net
        cash used in operating activities:                                        
        Depreciation                                                      1,576               6,300 
        Waived compensation                          24,000                                  48,000 
        Changes in:                                        
            Accounts payable                            847              27,320              64,350 
            Other payables                                               10,355              10,355 
            Accrued expenses                        (20,203)              7,788              15,597 
            Inventory                               (15,100)            (11,010)            (40,754)
            Prepaid expenses                        (28,300)             (5,632)             (5,707)
                                           -----------------   -----------------   -----------------
Net cash used in operating activities:     $       (222,430)   $        (97,772)   $       (641,670)
                                           -----------------   -----------------   -----------------
Cash flows from investing activities:                                        
    (Acquisition) disposal of equipment              (8,703)              3,880             (40,484)
    Deposits                                        (13,600)            (11,670)            (11,670)
                                           -----------------   -----------------   -----------------
Net cash used in investing activities:              (22,303)             (7,790)            (52,154)
                                           -----------------   -----------------   -----------------
Cash flows from financing activities:                                        
    Proceeds from notes payable                      13,750                                  10,000 
    Repayments of notes payable                                                             (10,000)
    Proceeds from convertible notes                                                         118,880 
    Common stock subscriptions (net of 
    syndication costs of $1,113 and
    $15,941)                                        203,887                                 359,059 
    Issuance of common stock                                             63,500              69,800 
    Borrowings from shareholder                                          23,296             197,161 
    Repayments of borrowings from 
    shareholder                                     (18,400)             (3,700)            (50,710)
                                           -----------------   -----------------   -----------------
Net cash provided by financing activities:          199,237              83,096             694,190 
                                           -----------------   -----------------   -----------------
Net increase (decrease) in cash                     (45,496)            (22,466)                366 
Cash at beginning of period                          84,746              22,832                 -   
                                           -----------------   -----------------   -----------------
Cash at end of period                      $         39,250    $            366    $            366 
                                           =================   =================   =================


                                                 -4-
</TABLE>




<PAGE>

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


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

   The Company's unaudited condensed balance sheet as of December 31, 1996 and 
September 30, 1996, and the interim unaudited condensed statements of 
operations for the three month periods ended December 31, 1996 and 1995, 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 December 31, 
1996 and September 30, 1996, and the results of operations and cash flows of 
the Company for each of the quarters ended December 31, 1996 and 1995, 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.

Inventory
---------

   Inventory consisted of the following at December 31, 1996:

         Raw Materials        $   2,300
         Finished Goods          38,455
                              ---------
         Total                $  40,755
                              =========

Convertible Notes Payable
-------------------------

   During the quarter ended June 30, 1996, the Company issued convertible 
promissory notes in the amount of $118,880 to an accredited investor in a 
private offering.  The notes bear interest at the rate of 10% per annum and are 
due 24 months from the date of issuance.  Interest is payable on the notes 
quarterly and in arrears beginning on June 30, 1996.  The notes are 
convertible, at the option of the holder, into the Company's common stock at an 
initial conversion price of $1.00 per share.  The Company used the entire 
proceeds for working capital purposes, including the payment of advertising and 
marketing expenses, and general and administrative expenses.

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

   The Company has the authority to issue 20,000,000 shares of common stock, 
$.01 par value.  During the quarter ended December 31, 1996, 127,000 shares of 
common stock were issued to individuals for the following: (1) consulting 
services provided to the Company ($58,500); and (2) as part of a prepaid 
marketing services agreement ($5,000).  At December 31, 1996 there were 
5,981,923 shares of common stock of the Company outstanding.


                                        -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 three 
month periods ended December 31, 1996 and 1995.  General and administrative 
expenses decreased by approximately 30%.  Management has 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 an effort 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 for better ventilation and easier communication between 
players and it is lighter-weight and constructed with a clear polycarbonate 
injection molded mask which allows for clearer visibility of the player's 
face.

   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 which will cost $35,000 and is expected to be completed by May 30, 
1997.  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 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. 

   The Company's current cash position is not sufficient to fund redesign of 
the product or continued operations, including the advertising and marketing 
expenses which management believes will be necessary to introduce the 
redesigned product.  There can be no assurance that the redesigned product 
will result in market acceptance or any meaningful level of sales.  During 
the next twelve months, general and administrative expenses are expected to 
substantially increase due to product development costs, advertising costs 
related to continuation of the Company's marketing plan, legal and 
accounting fees related to maintaining the Company's reporting status with 
the Securities and Exchange Commission and other expenses related to the 
Company's marketing efforts.  

   During the three month period ended December 31, 1996, the Company's cash 
position decreased by $22,466 to $366 at December 31, 1996.  The Company 
also has a deficiency in working capital which increased from a deficit of 
$237,923 at September 30, 1996 to a deficit of $297,134 at December 31, 
1996.  The decrease in the Company's liquidity is primarily due to the 
continued expenditure of funds for general and administrative expenses with 
insufficient revenues from operations to offset such expenses.  Inventory 
levels increased from $29,744 to $40,755 during the three month period ended 
December 31, 1996.

   There is no assurance that the Company will be successful in raising 
additional capital, that the redesigned Fielders-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-