Solution Technology International Inc – ‘8-K’ for 11/10/97

As of:  Monday, 12/1/97   ·   For:  11/10/97   ·   Accession #:  1019687-97-101   ·   File #:  0-27842

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Aquisition and Disposition of Assets                   5     19K 
 2: EX-2        Exhibit 2.1 Merger With Rcp Enterprises               16     63K 
 3: EX-2        Exhibit 2.2 Merger With Tio Mariano Cigar Corp        16     67K 
 4: EX-3        Exhibit 3 Certificate of Amendment                     1      7K 

8-K   —   Aquisition and Disposition of Assets
Document Table of Contents

8-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 

FORM 8-K  

Current Report Pursuant to Section 13 or 15(d) of   
the Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported):     November 10, 1997         
                                           -------------------------

 Colmena Corp.
--------------------------------------  
(Exact name of registrant as specified in its charter)      

Delaware                            0-27842                    54-1778587 
--------------                   -----------------           ------------------ 
(State or other jurisdiction  (Commission File Number)      (IRS Employer       
of incorporation)                                           Identification No.) 

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

Registrant's telephone number, including area code:    (216) 871-0500           
                                                 ---------------------------

Sports-Guard, Inc., 3212 Skipwith Road, Suite G-1, Richmond, VA 23294       
---------------------------------------------------------------------       
(Former name or former address, if changed since last report)   

8-K
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ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.                                      

See disclosure provided under Item 2 below.                               

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.                                  

On November 10, 1997, the Registrant consummated a series of transactions 
which resulted in a change in its line of business as well as a change in       
control of the Registrant.  The transactions included a sale of a controlling   
stock interest by the founder, the reverse-split of the Registrant's            
outstanding common stock, the change in the name of the Registrant and the      
acquisition of two operating subsidiaries.                                      

The Registrant was originally founded in 1995 to engage in the design and 
distribution of sports safety equipment.  The Registrant's first product, known 
as the Fielders-Guard, was a polycarbonate face guard for use primarily by      
defensive players in the sports of baseball and softball.  The Registrant was   
unsuccessful in attaining market acceptance for the Fielders-Guard, and was     
unable to generate any meaningful level of sales of the product.  Concurrently  
with the other acquisitions described herein, the Registrant's founder, Norman  
O. Milligan, Sr. sold his controlling interest to Invest L'Inc. Partners, LLC,  
a creditor and shareholder of the Registrant.  Mr. Milligan also acquired       
certain operating assets of the Registrant related to the Fielders Guard, and   
license rights to the patent for the product (which is owned by Mr. Milligan)   
were released by the Registrant.                                                

On November 10, 1997, the Registrant filed a Certificate of Amendment of  
Certificate of Incorporation in order to change its name from Sports-Guard,     
Inc. to Colmena Corp. as well as to effect a one-for-ten reverse split of its   
outstanding common stock.  As a result of the reverse split, the outstanding    
shares of common stock of the Registrant were reduced to approximately 600,000. 

On November 10, 1997, the Registrant consummated the acquisition of RCP   
Enterprises Group, LLC, an Ohio limited liability company ("RCP Ohio"), through 
the merger of RCP-Ohio with and into RCP Enterprises Group, Inc., a Delaware    
corporation ("RCP-Delaware") formed as a wholly-owned subsidiary of the         
Registrant for purposes of the acquisition.  In exchange for all of the         
outstanding membership interests in RCP-Ohio, the members of RCP-Ohio received  
an aggregate of 3,000,000 shares of the Registrant's common stock.  RCP-        
Delaware is a development stage entity engaged in the marketing and             
distribution of long-distance telephone service calling cards.  The business    
was founded in 1997 by Richard C. Peplin, Jr., the new President and            
controlling stockholder of the Registrant.                                      

  Also on November 10, 1997, the Registrant consummated the acquisition of Tio
Cigars, Inc., an Ohio corporation ("Tio Ohio"), through the merger of Tio-Ohio  
with and into Tio Mariano Cigar Corp., a Delaware corporation ("Tio-Delaware")  
formed as a wholly-owned subsidiary of the Registrant for purposes of the       
acquisition.  In exchange for all of the outstanding capital stock of Tio-Ohio, 
the stockholders of Tio-Ohio received an aggregate of 1,310,000 shares of the   
Registrant's common stock.  Mr. Peplin founded and was a controlling            
stockholder of Tio-Ohio.  Tio-Delaware is a development stage entity engaged in 
the manufacture and distribution of premium hand-rolled cigars, with a          
manufacturing facility located in the Dominican Republic.                       

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ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.                                            

Not applicable.                                               

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.                         

Not applicable.                                               

ITEM 5.  OTHER EVENTS.                                                          

Not applicable.                                               

ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS.                                

Not applicable.                                               

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.                                     

(a)   Financial statements of businesses acquired.              
--------------------------------------------        

The Registrant is in the process of preparing inception to September 30,  
1997 financial statements for Tio and RCP.  The Registrant intends to file such 
statements when they are available, and in any event to file such statements no 
later than sixty (60) days after the date of this report.                       

(b)   Pro forma financial information.                          
--------------------------------                    

  The Registrant's intends to provide pro forma combined financial information
as of and for the year ended September 30, 1997.                                

(c)   Exhibits.                                                 
--------                                            

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

  2.2   Merger Agreement among Sports-Guard, Inc., Tio Mariano Cigar
Corp. and Tio Cigars, Inc. dated October 31, 1997                               

     3.     Certificate of Amendment of Certificate of Incorporation filed
November 10, 1997                                                               

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ITEM 8.  CHANGE IN FISCAL YEAR.                                                 

Not applicable.                                               

ITEM 9.  SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.                   

Not applicable.                                               

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SIGNATURE 

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 hereunto duly authorized.                                           

          COLMENA CORP.,
                  A Delaware Corporation
        (Registrant)

Date:  November 25, 1997              By: /s/ Richard C. Peplin                 
                                  ------------------------------
                                     Richard C. Peplin, Jr., President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/1/97
		11/25/97		5
For Period End:		11/10/97		1		3
		10/31/97		3
		9/30/97		3					10KSB,  NT 10-K
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