<PAGE>

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

                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended December 31, 1997
                               -----------------

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

        For the transition period from _______________ to _______________
    Commission File Number    0-27842
                           ----------

                                  COLMENA CORP.
-------------------------------------------------------------------------------
        (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.)

                
                    25100 Detroit Road, Westlake, Ohio 44145
-------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (440) 871-5000
                           ---------------------------
                           (Issuer's telephone number)

                                 Not applicable
-------------------------------------------------------------------------------
              (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 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
                                                                      ---   ---

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: At February 24, 1998,
6,489,886 shares of the Company's common stock were outstanding.

         Transitional Small Business Disclosure Format (check one);
                                   Yes        No X
                                      ---       ---




<PAGE>



                         PART 1 - FINANCIAL INFORMATION

                                                                           PAGE
ITEM 1.  Financial Statements                                              ----
  
  (a)      Combined Balance Sheet - December 31, 1997 (Unaudited).............1

  (b)      Combined Statements of Operations (Unaudited) - Three
           Month Periods Ended December 31, 1997 and December 31, 1996........2

  (c)      Combined Statements of Cash Flows (Unaudited) - Three
           Month Periods Ended December 31, 1997 and December 31, 1996........3

  (d)      Notes to Unaudited Financial Statements............................4

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

PART II - OTHER INFORMATION...................................................8

                                        i

<PAGE>

                                  COLMENA CORP.
                             COMBINED BALANCE SHEET
                                   (UNAUDITED)


                                     ASSETS
                                                            DECEMBER 31, 1997
                                                           ------------------


Current assets:
  Cash and cash equivalents                                $          10,299
  Deposits                                                             9,624
  Inventory                                                          131,945
  Trade accounts receivable                                          915,105
  Note receivable - CTI                                               10,400
                                                           ------------------
         Total Current Assets                              $       1,077,303
                                                           ------------------
Fixed Assets
  Equipment Purchased                                                 30,840
                                                           ------------------
         Total Fixed Assets                                $          30,840
                                                           ------------------
Other Assets
  Amortizable customer base                                          886,974
                                                           ------------------
         Total Other Assets                                $         886,974
                                                           ------------------
         Total Assets                                      $       1,995,117
                                                           ==================

                             LIABILITIES AND EQUITY

Current Liabilities
  Accounts payable and accrued expenses                    $         481,483
  Provision for federal income tax                                   100,000
                                                           ------------------
  Notes payable to shareholders                                      774,301
                                                           ------------------
         Total Current Liabilities                         $       1,355,784
                                                           ------------------
Equity
  Paid in capital                                                      1,000
  Common stock                                                         1,000
  Retained earnings                                                  420,672
  Current income (loss)                                              216,661
                                                           ------------------
         Total Equity                                                639,333
                                                           ------------------
         Total Liabilities and Equity                      $       1,995,117
                                                           ==================

                                       1

<PAGE>



                                  COLMENA CORP.
                        COMBINED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                              THREE MONTHS
                                                    THREE MONTHS ENDED            ENDED
                                                      DEC. 31, 1997            DEC. 31, 1996
                                                    ------------------      ------------------
<S>                                                 <C>                     <C>
Total Revenue                                       $       1,346,026       $               0
Cost of revenue                                               954,552                       0
                                                    ------------------      ------------------
         Gross Profit                               $         391,474       $               0
                                                    ------------------      ------------------
Expenses
  Selling, general and administrative                          74,813                       0
  Professional fees                                                 0                  58,000
  Wages                                                             0                   2,417
  Payroll taxes                                                     0                   1,259
  Office expenses                                                   0                     503
  Legal fees                                                        0                  12,287
  Telephone expense                                                 0                   1,057
  Rent expense                                                      0                  10,000
  Travel expenses                                                   0                   2,148
  Auto expenses                                                     0                   2,464
  Interest expense                                                  0                   6,529
  Executive compensation                                            0                  24,000
  License and fees                                                  0                   1,985
  Meals and entertainment                                           0                     956
  Testing                                                           0                   1,740
  Depreciation                                                      0                   1,576
  Equipment rental                                                  0                     435
  Dues and subscriptions                                            0                     274
  Miscellaneous                                                     0                     145
  Utilities                                                         0                     161
                                                    ------------------      ------------------
         Total Expenses                                        74,813                 128,169
                                                    ------------------      ------------------
         Net income (Loss)                          $         316,661       $        (128,169)
                                                    ==================      ==================
         Provision for taxes                                 (100,000)                      -
                                                    ------------------      ------------------
         Tax provision Net Income                   $         216,661       $               -
                                                    ==================      ==================
Pro forma earnings per share                                     $.04                       -
                                                    ------------------
Shares used in computation                                  4,996,830                       -

</TABLE>

                                       2


<PAGE>


                                  COLMENA CORP.
                        COMBINED STATEMENTS OF CASH FLOWS
                                DECEMBER 31, 1997
                 INCREASE (DECREASE) IN CASH OR CASH EQUIVALENTS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                            THREE MONTHS ENDED    THREE MONTHS ENDED
                                                              DEC. 31, 1997          DEC. 31, 1996
                                                            ------------------    ------------------
<S>                                                         <C>                   <C>
Cash Flows from Operating Activities
  Net income (loss)                                         $         316,661     $        (128,169)
Adjustments to reconcile net cash
used in operating activities
  Amortization                                                         93,443                     0
  Depreciation                                                              0                 1,576
  Changes in:
    Deposits                                                           (9,624)                    0
    Inventory                                                        (131,945)              (11,010)
    Trade accounts receivable                                      (1,140,861)                    0
    Other current assets                                              225,755                     0
    Note receivable - CTI                                             (10,400)                    0
    Accounts payable                                                  368,958                27,320
    Other payables                                                          0               10,355
    Accrued expenses                                                  106,525                7,788
    Prepaid expenses                                                        0               (5,632)
    Short term note - PDN                                               6,000                    0
                                                            ------------------    -----------------
    Net cash provided (used) in operating activities:                (492,149)             (97,772)
                                                            ------------------    -----------------
Cash Flows from Investing Activities
  Sales (Purchases) of Assets
    Equipment purchased                                               (30,840)               3,880
    Amortizable customer base                                        (978,016)                   0
    Deposits                                                                0              (11,670)
                                                            ------------------    -----------------
    Net cash provided (used) in investing activities:              (1,011,257)              (7,790)
                                                            ------------------    -----------------
Cash flows from Financing Activities
    Issuance of common stock                                            1,000               63,500
    Borrowings from shareholder                                             0               23,296
    Loans - others                                                    697,825                    0
    Other                                                             496,149                    0
    Repayments of borrowings from shareholders                              0               (3,700)
                                                            ------------------    -----------------
      Net cash provided (used) by
      financing activities:                                         1,194,974               83,096
                                                            ------------------    -----------------
Net increase (decrease) in cash                                         8,231              (22,466)
                                                            ------------------    -----------------
Cash at Beginning of Period                                                 0               22,832
                                                            ------------------    -----------------
Cash at End of Period                                       $           8,231     $            366
                                                            ==================    =================


</TABLE>



                                       3

 



<PAGE>

                                  COLMENA CORP.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                   (UNAUDITED)

A.       THE COMPANY
         -----------

         The accompanying financial statements of Colmena Corp. (the "Company")
represent the combined financial statements of RCP Enterprises Group, Inc.
("RCP") and Tio Mariano Cigar Corp. ("Tio"). RCP is a newly formed entity
engaged in the marketing and distribution of long distance telephone service
calling cards and was organized on October 1, 1997 under the laws of the state
of Delaware. RCP had a profit for the period of October 1, 1997 to December 31,
1997 of approximately $255,634. Tio is a newly formed entity engaged in the
business of manufacturing and distributing premium hand-rolled cigars and was
incorporated on October 1, 1997. Tio, a discontinued operations, incurred a loss
for the period of October 1, 1997 to December 31, 1997 of approximately $38,973.
The acquisitions of Tio and RCP took place on November 10, 1997.  Consequently,
the results of operations for RCP and Tio include only the results of operations
from November 10, 1997.

         The Company utilizes several service bureaus to process calls and
provide administrative support for calls generated by the use of its service
calling. These services are concentrated with one service provider. The Company
could be adversely affected if this service bureau was unable or unwilling to
continue this relationship. Management believes that there are alternative
service bureaus it could use to minimize any adverse impact on the loss of the
existing service bureau.

B.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         INTERIM FINANCIAL STATEMENTS

         The accompanying financial statements include all adjustments
(consisting of only normal recurring accruals) which are, in the opinion of
management, necessary for a fair presentation of the results of operations for
the periods presented. Interim results are not necessarily indicative of the
results to be expected for a full year. The financial statements should be read
in conjunction with the financial statements included in the annual report of
the Company on Form 10-KSB for the year ended September 30, 1997.

         ACCOUNTING ESTIMATES

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and
disclosures of contingent assets and liabilities at the date of the financial
statements, and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

         CASH AND CASH EQUIVALENTS

         Cash and cash equivalents are composed of highly liquid investments
with an original maturity of three months or less.



                                       -4-




<PAGE>

         OTHER ASSETS

         Other assets primarily consist of the cost of the customer databases
from which the Company markets its service plans net of related accumulated
amortization. The cost represents billings from the third party responsible for
accumulating this database. These costs are amortized over a twelve month period
on an accelerated basis.

         Other assets also consist of the cost of services related to deferred
revenue. Deferred costs of services are expensed as services are utilized by the
customer and, accordingly, are matched with the revenues recognized under the
Company's revenue recognition policy.

         REVENUE RECOGNITION AND COST OF REVENUE

         The Company recognizes revenue, less an amount for uncollectible
accounts based upon their experience and others in the long distance telephone
service calling cards at the expiration of its use, generally thirty days or
month end. Until the thirty day period has passed, the Company defers all
revenues and costs.

C.       RELATED PARTY TRANSACTIONS
         --------------------------

         As of December 31, 1997, the Company owes its principal shareholder
$111,826 which is due on September 30, 1998 and is noninterest bearing. In
addition, approximately $163,333 is due to the shareholders of Tio Cigars, Inc.,
which is due on various dates from March 31, 1998 through September 23, 1998,
plus interest at a rate of 10%.

         Tio has a lease for certain manufacturing facilities located in the
Dominican Republic. The lease is for monthly payments of $1,604 up until May
1998. The principal shareholder has guaranteed the lease.

D.       MATERIAL AND SUBSEQUENT EVENTS
         ------------------------------

         On November 10, 1997, RCP Enterprises Group, LLC and Tio Cigars, Inc.
were acquired by Sports-Guard, Inc., a publicly trading company, which had no
operations as of the merger date. Sports-Guard, Inc. issued 3,000,000 shares of
stock to complete the acquisition of RCP and 1,310,000 shares of stock to
complete the acquisition of Tio.

         On January 12, 1998, the Company entered into a nonbinding letter of
intent for the purchase of Business Technology Systems, Inc. for an approximate
price of $100,000 in cash and 100,000 shares of the Company's common stock. The
transaction is expected to close in March 1998.

         On February 8, 1998, the Board of Directors made a decision to dispose
of Tio. The Company expects to receive at least the net book value of the assets
on the sale, which mostly consists of inventory of approximately $132,000 and
fixed assets of approximately $50,000. Management expects to complete the
disposition in 1998 by sale to a company engaged in a similar business. The
Company may receive cash or securities as its proceeds. The results of
operations of Tio are shown as a discontinued operation in the accompanying
financial statements.


                                       -5-




<PAGE>

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

         This "Management's Discussion and Analysis or Plan of Operation" should
be read in conjunction with the Company's unaudited financial statements for the
quarter ended December 31, 1997, the notes thereto, and the other financial data
included elsewhere herein and includes forward-looking statements which involve
risks and uncertainties which are based upon the Company's beliefs, as well as
assumptions made by and information currently available to the Company. The
Company's actual results may differ materially from the results predicted by
such forward-looking statements due to various factors, including, but not
limited to, those risks and uncertainties which are discussed below.

GENERAL

         Since inception (November 10, 1997), the Company has been a holding
company and currently operates two wholly-owned subsidiaries, RCP Enterprises
Group, Inc. ("RCP") and Tio Mariano Cigar Corp. ("Tio").

         RCP, a residential long-distance service reseller, has experienced
continued growth and achieved profitability during the quarter ended December
31, 1997. RCP had earnings before taxes of approximately $1,346,026 for the
first quarter ended December 31, 1997.

         RCP acquires its customers via an agreement with The Kaplan Group,
Inc., an independent direct mail marketing organization. Data fulfillment is
performed by Cherskov Technology, Inc. ("CTI"), which is partially owned by
Richard C. Peplin, Jr., the controlling shareholder of the Company. Billing is
performed by ITA, a third party clearing house. The monthly charge of $9.95 is
billed to the customers directly on their telephone bill.

         RCP currently has over 150,000 billable customers. The Company's plan
of operations for the next twelve months includes increasing RCP's customer base
to more than 300,000 customers by acquiring companies with similar operations.
As of the date of this report, RCP has a number of business opportunities which
it is looking into as potential acquisitions or investment vehicles. Currently
there are no definitive agreements on the part of any party to sell its assets
to RCP. However, RCP has entered into a letter of intent with Business
Technology Systems, Inc. ("BTS"), a computer reseller, custom software provider
and local phone service reseller, to acquire its assets.

         The Company is also in the process of finalizing purchase agreements
and personnel additions which are expected to increase RCP's profitability,
transforming RCP from a reseller of long-distance service to a provider of such
services, expanding its operations in the international market and enhancing its
marketing capabilities. The Company plans to have definitive purchase agreements
in place with CTI and BLJ Communications, Inc., a competitor of RCP owned by the
principals of The Kaplan Group, Inc., in the near future.

         The Company also plans to acquire and operate at least three
telecommunications switches in the United States which will be strategically
positioned to serve as international gateways to Europe, South America and Asia.
In addition to this, the Company plans to add the following services: retail
phone debit card sales, 1+ long-distance service and local dial tone sales.

         Tio, a cigar manufacturer and wholesaler, has incurred losses of
approximately $38,973 for the first quarter ended December 31, 1997. These
losses are a result of developmental expenses and other factors related to the
cigar industry. Consequently, the Company has elected to divest itself of all of
the Tio assets and plans to focus all of its resources on RCP.

                                       -6-




<PAGE>

         The Company plans to make several additions to its personnel over the
course of the next year including, but not limited to, hiring a new president
for RCP with extensive telecommunications experience, as well as a
telecommunications switch technician and code writer. Following the acquisition
of BTS, the Company intends to hire the current president of BTS who will be
responsible for RCP's international business development. Finally, the Company
has entered into several consulting agreements for the provision of direct
marketing, COC switch coordinating services and consulting services related to
international sales, joint ventures, financing and mergers and acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has generated revenues from the sale of its long distance
services and loans from shareholders. The Company expects to increase its
revenues in the near future as it divests itself of Tio and refocuses its
resources on RCP's activities. The Company expects to incur substantial
administrative expenses in the future. As of December 31, 1997, the Company's
working capital was approximately $495,821. In the absence of significant sales
and profits, the Company may seek to raise additional funds to meet its working
capital needs principally through the sale of its securities. However, there is
no assurance that the Company will be able to obtain sufficient additional funds
when needed, or that such funds, if available, will be obtainable on terms
satisfactory to the Company.

         The Company believes that its present working capital is sufficient for
the next twelve months of operations. During the next twelve months, the Company
anticipates incurring approximately $10,000,000 in expenditures for the
acquisition of additional businesses and equipment. Currently, the Company does
not anticipate any significant changes in the number of employees.

         The Company's efforts during the next twelve months will be dedicated
principally to transforming the Company from a holding company with two
dissimilar subsidiaries into a profitable, full-service, international
communications and technology company. However, there can be no assurance as to
the success of these efforts.

YEAR 2000 COMPLIANCE

         The Company uses a packaged accounting software system which the
Company believes will be Year 2000 compliant in 1998. If the vendor does not
have a Year 2000 compliant version ready when necessary, the Company believes
they can readily purchase replacement software. The Company is monitoring its
service bureau and vendors and expects them to be Year 2000 compliant in 1998.
There can be no assurance that the Company or vendors will meet these plans.



                                       -7-




<PAGE>

                           PART II. OTHER INFORMATION


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

         Not applicable


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

         During the quarter ended December 31, 1997, the Company completed a
one-for-ten reverse stock split of its issued and outstanding common stock, $.01
par value ("Common Stock") which was effected on November 10, 1997.

         On November 10, 1997, in connection  with the  acquisition by merger of
RCP  Enterprises  Group,  LLC, an Ohio limited  liability  company,  ("RCP") the
Company issued 3,000,000 shares of the Company's post-reverse split Common Stock
to the members of RCP.

         On November 10, 1997, in connection  with the  acquisition by merger of
Tio Cigars,  Inc., an Ohio  corporation,  ("Tio"),  the Company issued 1,310,000
shares of the Company's  post-reverse  split Common Stock to the shareholders of
Tio.

         On November 10, 1997, the Company issued an aggregate of 800,000 shares
of Common Stock to certain  individuals  in connection  with certain  consulting
agreements.  The securities were issued in reliance on the exemption provided in
Section  4(2) of the  Securities  Act of 1933  because  no public  offering  was
involved.

     

                                       -8-




<PAGE>

         On December 8, 1997, the Company issued in connection with a consulting
agreement,  25,000 shares of Common Stock in consideration for services rendered
to the Company. The securities were issued in reliance on the exemption provided
in Section 4(2) of the  Securities  Act of 1933  because no public  offering was
involved.

         On November 20, 1997, the Company issued 50,000 shares of Common Stock
to David DiBenedetto in consideration for services rendered to the Company. The
securities were issued in reliance on the exemption provided in Section 4(2) of
the Securities Act of 1933 because no public offering was involved.

         On December 10, 1997, the Company issued an aggregate of 500,000 shares
of Common Stock to certain individuals in consideration for services rendered to
the Company. The securities were issued in reliance on the exemption provided in
Section 4(2) of the Securities Act of 1933 because no public offering was
involved.


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

         Not applicable.


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

         On October 31, 1997, a proposal was submitted to the majority
shareholder of the Company, regarding the approval of the merger of Tio-Ohio
into Tio, and the merger of RCP-Ohio into RCP. The majority shareholder approved
the mergers in a Written Consent of the Sole Director and Majority Shareholder
dated October 31, 1997.


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

         Not applicable.


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

         (a)      Exhibits and Index of Exhibits
                  ------------------------------
                  2.1*     Merger Agreement among Sports-Guard, Inc., Tio 
                           Mariano Cigar Corp. and Tio Cigars, Inc. dated 
                           October 31, 1997.

                  2.2*     Merger Agreement among Sports-Guard, Inc., RCP 
                           Enterprises Group, Inc. and RCP Enterprises Group, 
                           LLC dated October 31, 1997.

                  3.1**    Certificate of Incorporation of the Company dated 
                           July 10, 1995.


                  3.2*     Certificate of Amendment of Certificate of
                           Incorporation of the Company dated October 31, 1997.


                                       -9-




<PAGE>



                  3.3**    Bylaws of the Company.

                  3.4*     Amended and Restated Bylaws of the Company.

                  4.1*     Specimen Common Stock Certificate

                  4.2**    (Form of) Stock Purchase Warrant

                  4.3***   (Form of) 10% Convertible Notes

                  27.1     Financial Data Schedule

                  99.1     Tio Cigars, Inc. Pro Forma Financial Statements for 
                           the periods ended November 9, 1997 and December 31, 
                           1997.

                  99.2     RCP Enterprises Group, LLC Pro Forma Financial
                           Statements for the periods ended November 9, 1997 and
                           December 31, 1997.

                  --------------------

                  *        Incorporated herein by reference to the Company's
                           Annual Report on Form 10-KSB for the fiscal year
                           ended September 30, 1997, filed on February 26, 1998.

                  **       Incorporated herein by reference to the Company's
                           Registration Statement on Form 10-SB filed February
                           23, 1996.

                  ***      Incorporated herein by reference to the Company's
                           Registration Statement on Form 10-SB/A filed June 3,
                           1996.

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

                  During the first quarter ended December 31, 1997, the Company
                  filed a Current Report on Form 8-K on December 1, 1997.

                  The Company also filed a Current Report on Form 8-K on
                  February 26, 1998.




                                      -10-



<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.

                                          COLMENA CORP.
                                          (Registrant)



Dated:  March 6, 1998                   By:/s/ Richard C. Peplin
                                             -----------------------------------
                                             Richard C. Peplin, Jr., President


                                      -11-