UNITED STATES
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) September 26, 2002
RHOMBIC CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 0-28375 86-0824125
State or other jurisdiction Commission IRS Employer
of incorporation File Number Identification Number
11811 N. Tatum Blvd. #3031, Phoenix, Arizona 85028
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (602) 421-3479
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On September 23, 2002, the board of directors of the registrant approved a Stock
Purchase Agreement, (the "Agreement"), by and among Rhombic Corporation
("Rhombic") and Next Advisors, Inc. a Delaware corporation ("NAI"). Pursuant to
the Agreement, Rhombic purchased approximately 31% of the issued and outstanding
shares of NAI from John Hartman, in exchange for 37,000,000 shares of Rhombic,
representing over 50% of the issued and outstanding Common shares of Rhombic. At
the time, John Hartman was the Chief Executive Officer and director of NAI.
On September 26, 2002, the board of directors of Rhombic appointed John Hartman
as director and Chief Executive Officer and appointed George Bell as a director,
Vice-Chairman and Chief Operating Officer. Stan Porayko resigned from the board
as a director and secretary, which left four directors remaining. Albert Golusin
was appointed as secretary and treasurer.
During the week ended October 4, 2002, a primary creditor of NAI was unwilling
to negotiate the settlement of a $750,000 credit line secured by substantially
all of the assets of NAI. As a result, on October 7, 2002, the board of
directors of Rhombic and NAI terminated the Agreement by mutual consent and Mr.
Hartman returned his 37,000,000 shares of Rhombic and Rhombic returned Mr.
Hartman's shares of NAI stock which represented 31% ownership in NAI.
Mr. Hartman remains a director and Chief Executive Officer of Rhombic; however,
as of October 9, 2002, Mr. Hartman resigned as Chief Executive Officer and
director of NAI. Other than his relationship as a director and employment as a
Chief Executive Officer of Rhombic, there are no other arrangements or
understanding between Mr. Hartman and Rhombic currently in effect.
On October 9, 2002, Mr. Bell resigned as a board member of Rhombic and shall
remain a director and the Chief Financial Officer of NAI.
ITEM 5. OTHER EVENTS
It is the intention of Rhombic to acquire and develop software technology
targeted at the financial services and real estate lending markets and to serve
as a parent to companies that would provide financial publishing and financial
services to customers through a developed software application.
Rhombic is currently in discussions with a company in the financial services
technology and publishing industry. Subject to the conclusion of satisfactory
negotiations and due diligence, it is the intention of management to acquire
this company.
Rhombic is currently considering the acquisition of firms or the establishment
of business lines in the securities brokerage, investment advisory, insurance
brokerage and commercial and residential lending services sectors.
SAFE HARBOR: THIS CURRENT REPORT ON FORM 8-K INCLUDES STATEMENTS THAT
ARE CONSIDERED "FORWARD-LOOKING" WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. THESE FORWARD-LOOKING STATEMENTS REFLECT
RHOMBIC'S CURRENT VIEWS ABOUT FUTURE EVENTS AND PERFORMANCE. INVESTORS SHOULD
NOT RELY ON THESE STATEMENTS BECAUSE THEY ARE SUBJECT TO A VARIETY OF RISKS,
UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM EXPECTATIONS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, THE
AVAILABILITY OF FINANCING FOR RHOMBIC'S OPERATIONS, THE ABILITY OF RHOMBIC TO
SECURE STRATEGIC INVESTORS, COMPETITION, GOVERNMENTAL REGULATIONS, AND OTHER
FACTORS DETAILED IN RHOMBIC'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION.
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 hereunto duly authorized.
Date: October 11, 2002
RHOMBIC CORPORATION
By /s/ John Hartman
------------------------
John Hartman