Rhombic ansehen!!! - 500 Beiträge pro Seite

[Wotan_I]

Rhombic derzeit in Frankfurt ein Schnäppchen! Ihr kriegt sie für 22 Cent! Das ist allerdings auch der Schlusskurs an der Nasi in $ und somit bekommt Ihr zu den Aktien noch 10% als Dreingabe!

[PeterLustigderWahre]

Sieht nicht schlecht aus vor allem ist auch das Volumen in
den USA im Vergleich zu den Vorwochen angestiegen!

[Wotan_I]

Bid wurde grad von 20 auf 22 Cent erhöht! Fein Fein!

[PeterLustigderWahre]

Das Bid steht wieder bei 21 Cent, aber gleich fangen ja die
Amis an zu traden, wollen mal hoffen das dann Liquidität in den Markt kommt, Futures sehen ja vortrefflich aus!

[PHOENIX-IT]

As Filed With the Securities and Exchange Commission On June 19, 2001
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933


RHOMBIC CORPORATION
(Name of Small Business Company as Specified in Its Charter as Amended)

Nevada 8733 86 0824125
(State of (Primary Standard (IRS Employer
Incorporation) Industrial Classification No.) Identification No.)

11811 North Tatum Blvd. #3031
Phoenix, Arizona 85028 602-953-7702
(Address and telephone number of company`s principal executive office and
principal place of business)


Roger Duffield
President and Chief Executive Officer
Rhombic Corporation
11811 North Tatum Blvd. #3031
Phoenix, Arizona 85028 602-953-7702
(Name, address and telephone number of agent for service)

Copies to:
Carl P. Ranno, Esq.
2816 East Windrose Dr.
Phoenix, Arizona 85032
602-493-0369
Fax [phone]

APPROXIMATE DATE OF COMMENCEMENTOF PROPOSED SALE TO THE PUBLIC:

From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If the delivery of the prospectus is expected to made pursuant to Rule 434,
check the following box [ ]

CALCULATION OF REGISTRATION FEE
=========================================================================================================
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Aggregate Amount of
to be Offered Registered per Unit (1) Offering price Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock (2)
$.001 par value underlying
convertible debentures 15,625,000 $0.205 $3,203,125 $800.75

Common Stock $.001 par value 600,000 $0.205 $ 123,000 $ 30.75
--------------------------------------------------------------------------------------------------------
Total 16,225,000 $3,326,125 $831.53
========================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (c) and based upon the average of the
bid and asked prices for the common stock on June 14, 2001, as reported by
the NASD OTC Bulletin Board.
(2) Represents the common stock issuable upon conversion of the company`s
convertible debentures.

The company hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the company shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
INVESTORS AS IDENTIFIED IN THIS PROSPECTUS MAY NOT SELL THE RESTRICTED COMMON
SHARE NOR SECURITIES UNDERLYING THE CONVERTIBLE DEBENTURES AND OPTION UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OF
WHICH THIS PROSPECTUS IS A PART, IS DECLARED EFFECTIVE. THIS PROSPECTUS SHALL
NOT CONSTITUTE AN OFFER TO SELL THESE SECURITIES OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE WHERE THE
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITY LAWS OF ANY SUCH STATE.

PROSPECTUS

RHOMBIC CORPORATION
16,225,000 shares of Common Stock
($0.001 PAR VALUE)

THE OFFERING

This offering relates to the possible sale, from time to time, by certain
stockholders of Rhombic Corporation of up to 16,225,000 shares of common stock
of Rhombic Corporation

MARKET FOR THE SHARES

The common stock of Rhombic Corporation is traded on the over-the-counter
electronic bulletin board also known as the OTC Bulletin Board, under the symbol
"NUKE". According to the OTC Bulletin Board, the closing bid and ask price for
the common stock of the company on June 8, 2001 was $0.235 and $0.24 per share
respectively.

THIS INVESTMENT IN OUR COMMON STOCK INVOLVES RISK. YOU SHOULD PURCHASE SHARES
ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 4

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATIONS TO THE CONTRARY IS A
CRIMINAL OFFENSE.


THE DATE OF THIS PROSPECTUS IS JUNE, 2001
RELIANCE SHOULD ONLY BE ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT
WHICH WE HAVE REFERRED TO YOU. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE
YOU WITH INFORMATION THAT IS DIFFERENT. THE INFORMATION CONTAINED IN THIS
DOCUMENT MAY ONLY BE ACCURATE ON THE DATE OF THE DOCUMENT AND DELIVERY OF THIS
PROSPECTUS AND ANY SALE MADE BY THIS PROSPECTUS DOES NOT IMPLY THAT THERE HAVE
NOT BEEN CHANGES IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS
PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER, SOLICITATION OR SALE IS NOT QUALIFIED
TO DO SO OR TO ANY ONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER, SOLICITATION
OR SALE.


TABLE OF CONTENTS

Page
----

Prospectus Summary ......................................................... 1
Risk Factors ............................................................... 4
Use of Proceeds ............................................................ 9
Market for Common Stock and Related Shareholder Matters .................... 9
Dividend Policy ............................................................ 9
Management`s Discussion and Analysis of Financial Condition and
Results of Operations ..................................................... 10
Where You Can Find More Information......................................... 14
Business of Rhombic Corporation ............................................ 15
Description of Properties .................................................. 19
Management ................................................................. 19
Executive Compensation ..................................................... 20
Employment and Related Agreements .......................................... 21
Certain Relationships and Related Transactions ............................. 21
Security Ownership of Certain Beneficial Owners and Management ............. 22
Selling Shareholders ....................................................... 23
Plan of Distribution ....................................................... 24
Description of Securities .................................................. 24
Legal Matters .............................................................. 25
Experts .................................................................... 25
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure ...................................................... 25
Financial Statements ....................................................... 26
Until August __, 2001, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers` obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

PROSPECTUS SUMMARY

THIS SUMMARY CONTAINS SELECTED INFORMATION CONTAINED IN OTHER PARTS OF THIS
PROSPECTUS. YOU SHOULD READ THE ENTIRE PROSPECTUS.


RHOMBIC CORPORATION


OFFICES

The company`s office and principal place of business is located at 11811 North
Tatum Blvd #3031, Phoenix, Arizona 85028 and our telephone number is 602 953
7702.


OUR BUSINESS

Rhombic Corporation is a development-stage company incorporated under the laws
of the State of Nevada. The corporation was initially formed on February 26,
1987 as Toledo Medical Corporation. The name was changed to Almaz Space
Corporation on February 9, 1991 and to Ready When You Are Funwear, Inc. on April
14, 1992. On December 30, 1994 a group of individuals acquired control of the
corporation. On February 17, 1995, they changed the name to Rhombic Corporation.
The Company is currently headquartered in Phoenix, Arizona.

The company is in the development stage and its efforts, since 1994, have been
primarily focused on the acquisition of the rights to innovative technologies
that could ultimately be developed into numerous applications. During the years
of 1999 and 2000 it began to focus on the research and development of its
portfolio of acquired technologies.

Pursuant to an Agreement and Plan of Reorganization (the "Acquisition
Agreement") dated January 18, 2000, Rhombic Corporation, a Nevada corporation,
acquired all the outstanding shares of common stock of Emerald Acquisition
Corporation ("Emerald"), a Delaware corporation, from the shareholders thereof
in an exchange for an aggregate of 200,000 shares of common stock of Rhombic
(the "Acquisition"). As a result, Emerald became a wholly owned subsidiary of
Rhombic.

The Company has four wholly owned subsidiaries, Rockford Technology Associates,
Inc. ("Rockford"), Nanophase Diamond Technologies, Inc. ("Nanophase"), AEP
Technologies, Inc. ("AEPT") and Rhombic Detection Technologies, Inc. All
subsidiary companies are inactive.


OUR OBJECTIVE

The company`s main objective is to research and develop specific applications
from its technologies in order to make them commercially marketable. The
business strategy of the company is to develop a specific application from a
technology, then commence a marketing effort for the developed application that
would generate sales. The company contracts its development work with the
University of Missouri.
COMPETITION

The company likely will face intense competition from other companies with well
established research and development departments. These companies, particularly
those in the material science industry are normally well financed and have the
ability to conduct their in-house research and development without relying on
outside assistance as our company must.


OUR CURRENT FINANCIAL AND CASH FLOW POSITION:

The company has not generated revenue from operations since 1994. At December
31, 2000 the Company had $93,384 in cash and $85,985 in current payables. At
April 25, 2001 the company had approximately $27,000 in cash and approximately
$96,000 in current payables. The company anticipates having positive working
capital during the second quarter of 2001 upon receiving incremental funding
from its convertible debenture.

Our cash flow position at the end of our fiscal year was $(464,169) and
$(30,118) at the end of our first quarter. The company used $912,300 for
operations during our fiscal year ending December 31, 2000 and used $144,255
during our first quarter. As of March 31, 2001, the assets exceed the
liabilities of the company by $748,817.


SELLING SHAREHOLDERS

A list, which discloses all the shares being registered and the people or
entities that own them appear in the "Selling Shareholders" section of this
prospectus.


THE OFFERING

Shares of common stock outstanding
and fully diluted as of June 10, 2001 28,142,242

Common shares offered by the selling shareholders 16,225,000


OUR TRADING SYMBOL

The shares of our company are traded on the Over the Counter Bulletin Board
under the symbol NUKE.

2
SUMMARY FINANCIAL INFORMATION

The following sets forth, for the quarters and fiscal years indicated, selected
financial information for the company as presented in our Financial Statements

Year Ended December 31,
----------------------------------
2000 1999
----------- -----------
(audited) (audited)
STATEMENT OF OPERATIONS DATA
Revenue $ 5,690 $ 3,147
(Net Loss) (5,157,899) (1,040,930)
(Net Loss) per share $ (0.20) $ (0.05)

BALANCE SHEET DATA
Total Assets $ 94,627 $ 2,578,036
Total Current Liabilities 116,555 42,400
Accumulated Deficit (7,236,754) (2,078,855)
Stockholders Equity $ 833,072 $ 2,535,636


Three Months Ended March 31, 2001
----------------------------------
2001 2000
----------- -----------
(unaudited) (unaudited)
STATEMENT OF OPERATIONS DATA
Revenue $ 80 $ 1,207
Net Loss (144,255) (604,944)
Net loss per share $ (0.01) $ (0.02)

BALANCE SHEET DATA
Total Assets $ 944,629 $ 2,585,264
Total Liabilities $ 195,812 $ 51,647
Retained Earnings $(7,381,009) $(2,683,799)
Total Stockholders Equity $ 748,817 $ 2,585,264

3
RISK FACTORS

THE SHARES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK AND ARE VERY
SPECULATIVE. THE PEOPLE PURCHASING THESE SHARES SHOULD ONLY DO SO IF THEY CAN
AFFORD A COMPLETE LOSS OF THEIR INVESTMENT. BEFORE INVESTING INRHOMBIC
CORPORATION, YOU SHOULD CAREFULLY REVIEW AND CONSIDER THE FOLLOWING RISK FACTORS
AND THE OTHER INFORMATION FOUND IN THIS PROSPECTUS.

THE COMPANY WILL NEED TO RAISE ADDITIONAL CAPITAL TO CONTINUE AS A GOING
CONCERN

The company has no Revenues and is currently operating at a Loss. The company
has not received any revenues to date and is operating at a loss. The company
will need to raise additional capital through the placement of its securities or
from debt or equity financing. If the company is not able to raise such
financing or obtain alternative sources of funding, management will be required
to curtail operations. There is no assurance that the company will be able to
continue to operate if additional sales of its securities cannot be generated or
other sources of financing located. The company`s auditors have indicated
uncertainty concerning the company`s ability to continue as a going concern. The
company has focused its efforts on the research and development of its
technologies. The company is a development stage enterprise. Consequently, there
can be no assurance that viable commercial operations can be achieved or
sustained by the Company even if it is successful in raising all of the capital
it requires.

The company will be required to raise additional capital to continue the
development of its technologies. There can be no assurance that additional
public or private financing, including debt or equity financing will be
available as needed, or, if available, on terms favorable to the company. Any
additional equity financing may be dilutive to shareholders and such additional
equity securities may have rights, preferences or privileges that are senior to
those of the company`s existing stock. Debt financing, if available, will
require payment of interest and may involve restrictive covenants that could
impose limitations on the operating flexibility of the company. The failure of
the company to successfully obtain additional funding may jeopardize the
company`s ability to continue its operations.


LIMITED HISTORY OF OPERATIONS

As a development stage enterprise, the company is subject to all of the risks
inherent in the establishment of a new business, including the absence of a
significant operating history, lack of market recognition and limited banking
and financial relationships. Our company has only a limited history of
operations. The company`s operations are subject to the risks and competition
inherent in the establishment of a relatively new business enterprise in a

4
highly competitive field of technology transfer. There can be no assurance that
future operations will be profitable. Revenues and profits, if any, will depend
upon various factors, including market acceptance of its products and
technologies, market awareness, its ability to promptly and accurately recognize
a marketable technology or invention, dependability of an advertising and
recruiting network, and general economic conditions. There is no assurance that
the company will achieve its expansion goals and the failure to achieve such
goals would have an adverse impact on it.


THE COMPANY WILL NEED ADDITIONAL FINANCING

Future events, including the problems, delays, expenses and difficulties
frequently encountered by startup companies may lead to cost increases that
could make the company`s source of funds insufficient to fund the company`s
proposed operations. The company may seek additional sources of capital,
including an additional offering of its equity securities, an offering of debt
securities or obtaining financing through a bank or other entity. The company
has not established a limit as to the amount of debt it may incur nor has it
adopted a ratio of its equity to a debt allowance. If the company needs to
obtain additional financing, there is no assurance that financing will be
available, from any source, or that it will be available on terms acceptable to
the company, or that any future offering of securities will be successful. The
company could suffer adverse consequences if it is unable to obtain additional
capital when needed.


TRADEMARK PROTECTION AND PROPRIETARY MARKS

Our company is pursuing patents and several pending patents as a result for its
technologies. There is no assurance that we will be able to prevent competitors
from using the same or similar names, marks, concepts or appearances or that it
will have the financial resources necessary to protect its marks against
infringing use.


TECHNOLOGIES AND INVENTIONS MAY BECOME OBSOLETE

Patent review is usually a lengthy, tedious and expensive process that may take
months or, perhaps, several years to complete. With the current rate of
technology development and its proliferation throughout the world, those
inventions may become commercially obsolete during or after the patent review.
There is no assurance that our technologies, acquired or developed, may not
become obsolete or remain commercially viable.


THE COMPANY MAY FAIL TO OBTAIN PATENT PROTECTION IN VARIOUS JURISDICTIONS

The company has filed patent applications in several jurisdictions, including
Japan, Korea, and the United States. The filing process is usually a costly and
time-consuming undertaking requiring proper legal counsel under the laws of the
jurisdiction where patent protection is sought. There is no assurance that those
patent protection filings were properly and timely made. There is also no
assurance that upon review, those applications may not be rejected for lack of
novelty or any other bases sufficient to reject a pending patent application in
any of those jurisdictions.

5
COMMERCIAL VIABILITY OF THE COMPANY`S CURRENT TECHNOLOGIES

Our company was organized to identify, assess, acquire and capitalize on
technologies introduced and developed by scientists throughout the world. These
technologies are new and in their research and development stage. Generally, it
requires a substantial time and resource effort to be able to both recognize a
commercially successful technology or invention at an early stage and conduct a
successful marketing campaign to sell this technology or invention. There is no
assurance that all or any of the company`s research and development efforts will
result in commercially viable final products.


THE COMPANY MAY FAIL TO GENERATE SUFFICIENT INTEREST IN ACQUIRED TECHNOLOGIES

Our company must undertake substantial effort to educate the buying public,
consumers and businesses, in the U.S. and worldwide, as to the our products and
technologies. There is no assurance that the company will be able to generate
interest in and to create and maintain steady demand for its products over time.


RELIANCE ON FUTURE TECHNOLOGY ACQUISITIONS STRATEGY

The company expects to continue to rely on technology acquisitions as a primary
component of its growth strategy. It regularly engages in evaluations of
potential target candidates, including evaluations relating to acquisitions that
may be material in size and/or scope. There is no assurance that the company
will continue to be able to identify potentially successful companies that
provide suitable acquisition opportunities. There is no assurance that our
company will be able to acquire any such companies on favorable terms. Also,
acquisitions involve a number of special risks including the diversion of
management`s attention, assimilation of the personnel and operations of the
acquired companies, and possible loss of key employees. There is no assurance
that the acquired companies will be able to successfully integrate into the
company`s existing infrastructure or to operate profitably. There is also no
assurance given as to the company`s ability to obtain adequate funding to
complete any contemplated acquisition. Furthermore, there is no assurance that
an acquisition will succeed in enhancing the company`s business and will not
ultimately have an adverse effect on the company`s business and operations.


INABILITY TO FINANCE ACQUISITIONS

In transactions in which our company agrees to make an acquisition for cash, it
will have to locate financing from third-party sources such as banks or other
lending sources or it will have to raise cash through the sale of its
securities. There is no assurance that such funding will be available to the
company when required to close a transaction or if available on terms acceptable
to the company.


THE COMPANY IS REQUIRED TO COMPLY WITH ENVIRONMENTAL LAWS AND REGULATIONS

The company`s technologies involve a substantial risk of environmental hazard in
the production processes. There is no assurance that our company will be able to
contain the environmental hazards of the production. There is also no assurance
that the company will have sufficient resources to meet the requirements
necessary to comply with environmental laws and regulations.

6
THE COMPANY IS DEPENDENT ON KEY PERSONNEL

Our company`s success in achieving its growth objectives depends upon the
efforts of Roger Duffield, President of the company, and other top company
management members. Their international experience and industry-wide contacts
significantly benefit the company. The loss of the services of any of these
individuals may have a material adverse effect on the company business,
financial condition and results of operations. There is no assurance that the
company will be able to maintain and achieve its growth objectives should it
lose any or all of these individuals` services.


FAILURE TO ATTRACT QUALIFIED PERSONNEL

A change in labor market conditions that either further reduces the availability
of employees or increases significantly the cost of labor could have a material
adverse effect on the our company`s business, financial condition and results of
operations. The company`s business growth is dependent upon its ability to
attract and retain qualified research personnel, administrators and corporate
management. There is no assurance that the company will be able to employ a
sufficient number of qualified training personnel in order to achieve its growth
objectives.

THE SHARES OF THE COMPANY`S STOCK WHICH WILL BECOME IMMEDIATELY ELIGIBLE FOR
PUBLIC SALE UPON THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT COULD HAVE A
NEGATIVE IMPACT ON THE PRICE OF OUR STOCK

Upon this registration statement becoming effective, there will be 16,225,000
additional shares of our stock immediately eligible for resale in the public
market. A simultaneous offer to sell a significant number of these shares into
the public market would create a depressive effect on the trading price of our
stock. These sales would not only have a negative impact on our shareholders but
could also make it more difficult for the company to raise future equity at a
price the company deems appropriate.

BECAUSE OUR STOCK IS CLASSIFIED AS "PENNY STOCK", INVESTORS MAY EXPERIENCE
DELAYS AND OTHER DIFFICULTIES IN THEIR ATTEMPTS TO TRADE IN OUR STOCK

Trading in our stock is subject to the "Penny Stock Rules" which require brokers
to provide additional disclosure in connection with any trades of "penny stock".
The broker must deliver, prior to the trade, a disclosure describing the penny
stock market and the risks associated with that market. The "penny stock"
regulations could limit the ability of brokers to sell and purchasers to buy the
shares offered in this prospectus. The company`s stock will be subjected to the
"Penny Stock" rules until its market price reaches a minimum $5.00 per share,
subject to certain exceptions. Our stock is quoted on the over-the-counter
bulletin board, which could cause some difficulty in disposing of the stock and
getting accurate quotes on its market price. Stocks traded on the NASD
over-the-counter bulletin board are usually thinly traded, highly volatile and
not followed by analysts.

7
THE COMPANY MAY ENCOUNTER INTENSE COMPETITION

The company likely will face intense competition from other technology companies
attempting to develop the same type of products. All of our anticipated
competitors will probably have longer operating histories, greater name
recognition and larger installed customer bases. It is also probable that they
would have significantly more financial resources, R&D facilities and
manufacturing and marketing experience than the company. There can be no
assurance that developments by the company`s current or potential competitors
will not render the company`s proposed products or services obsolete. In
addition, the company expects to face competition from new entrants into its
targeted industry segments. The company anticipates that demand for products and
services based on its technologies will grow and new markets will be exploited.
As this occurs, the company expects competition to become more intense, as
current and future competitors begin to offer an increasing number of
diversified products and services. The company believes that it has certain
technical and patent advantages over some of its competitors, maintaining such
advantages will require a continued high level of investment by the company in
research and development, marketing, sales and customer support. There can be no
assurance that the company will have sufficient resources to maintain its
research and development and to develop marketing, sales and customer support
efforts on a competitive basis. Increased competition could result in obsolete
technology and reduced operating margins, any of which could materially and
adversely affect the company`s business, financial condition and results of
operations.


THE COMPANY IS STILL IN A STARTUP PHASE

There can be no assurance that the company will be successful with any of its
technologies. There can be no assurance that the company can manage the related
manufacturing, marketing, sales, licensing and customer support operations in a
profitable manner.

8
USE OF PROCEEDS

In March 2001, the Company ratified the issuance of a $2,500,000 convertible
debenture with interest payable quarterly at 10 percent per annum as long term
debt. The debenture is convertible to one share of stock of the company at a
rate 80% of the closing price of the common stock on the day payment is received
by the company. The debenture matures on August 19, 2002. The company will issue
12,195,122 common shares in that the holders have elected to convert the debt.
The company has paid current interest expense. All of the funds representing the
debt received by the company have been used and will be used as working capital.


MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS

The company`s common stock is currently quoted on the Over-The-Counter Bulletin
Board under the Symbol "NUKE." The following quotations are inter-dealer
quotations from market makers of the company`s stock. At certain times the
actual closing or opening quotations may not represent actual trades that took
place.

Set forth below is the trading history of the company`s common stock without
retail mark up, mark-down or commissions:


1999 High Low
---- ---
Quarter ended
March 31 0.760 0.090
June 30 1.140 0.290
September 30 0.900 0.410
December 31 5.25 0.360


2000 THROUGH FIRST QUARTER 2001

Quarter ended
March 31 5.562 1.875
June 30 3.781 1.312
September 30 1.500 0.625
December 31 0.968 0.212
March 31, 2001 0.480 0.155

There are 17,581,063 free trading shares, and 10,561,179 "restricted securities"
within the meaning of Rule 144 under the 1933 Act. Ordinarily, under Rule 144, a
person holding restricted securities for a period of one year may, every three
months, sell in ordinary brokerage transactions or in transactions directly with
a market maker an amount equal to the greater of one percent of the company`s
then-outstanding common stock or the average weekly trading volume during the
four calendar weeks prior to such sale. Future sales of such shares and sales of
shares purchased by holders of options or warrants could have an adverse effect
on the market price of the common stock.


HOLDERS

As of June 1, 2001 there were 242 shareholders who currently hold certificated
securities (99 of these shareholders hold restricted securities and 143 hold
non-restricted securities) and approximately 2,729 shareholders currently listed
in the Depository Trust Company as holding shares in brokerage accounts. The
company estimates that it has a total of approximately 3,500 shareholders.

DIVIDEND POLICY

The company has not paid any dividends on its common stock. The company
currently intends to retain any earnings for use in its business, and therefore
does not anticipate paying cash dividends in the foreseeable future.

9

MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
company`s financial statements, including the notes thereto, appearing elsewhere
in this prospectus.


FORWARD LOOKING STATEMENTS

Certain statements made in this prospectus relating to trends in the company`s
business, as well as other statements including words such as "believe",
"expect", "estimate", "anticipate", and similar expressions, constitute forward
looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All forward-looking statements are inherently uncertain as they are
based on current expectations and assumptions concerning future events or future
performance of the company. The matters referred to in these forward looking
statements that could be affected by the risks and uncertainties include, but
are not limited to, the effect of general economic and market conditions,
including downturns in customers` business cycles, the availability and cost of
qualified shippers, the availability and price of diesel fuel, the impact and
cost of government regulations and taxes on the operations of the business,
competition, as well as certain other risks described herein. Subsequent written
and oral forward looking statements attributable to the company or persons
acting on its behalf are expressly qualified in their entirety by the cautionary
statements in this paragraph and elsewhere herein.


OVERVIEW

Rhombic Corporation is a development-stage company incorporated under the laws
of the State of Nevada. The corporation was initially formed on February 26,
1987 as Toledo Medical Corporation. The name was changed to Almaz Space
Corporation on February 9, 1991 and to Ready When You Are Funwear, Inc. on April
14, 1992. On December 30, 1994 a group of individuals acquired control of the
corporation. On February 17, 1995, they changed the name to Rhombic Corporation.

Pursuant to an Agreement and Plan of Reorganization (the "Acquisition
Agreement") dated January 18, 2000, Rhombic Corporation, a Nevada corporation,
acquired all the outstanding shares of common stock of Emerald Acquisition
Corporation ("Emerald"), a fully reporting Delaware corporation, in an exchange
for an aggregate of 200,000 shares of common stock of Rhombic. Our company is
currently headquartered in Phoenix, Arizona.

The company is in the development stage and its efforts, since inception, have
been primarily focused on the acquisition of the rights to innovative
technologies that could ultimately be developed into numerous applications.
During the years of 1999 and 2000 it began to focus on the research and
development of its portfolio of acquired technologies.

The Company has four wholly owned inactive subsidiaries, Rockford Technology
Associates, Inc. ("Rockford"), Nanophase Diamond Technologies, Inc.
("Nanophase"), AEP Technologies, Inc. ("AEPT") and Rhombic Detection
Technologies, Inc.

10
SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following consolidated financial information should be read in conjunction
with "Management`s Discussion and Analysis" and the audited financial
statements, for year-end 1999 and 2000 as well as the quarterly unaudited
financials for the first quarter of 2000 and 2001, including the notes to the
statements. We believe that the statements contain all normal recurring
adjustments necessary to present a fair presentation of our financial
information. The financial results of the first quarter ended March 31, 2001
should not be indicative of the results that may occur for the entire fiscal
year ending December 31, 2001.

Year Ended December 31,
----------------------------------
2000 1999
----------- -----------
(audited) (audited)
STATEMENT OF OPERATIONS DATA
Revenue $ 5,690 $ 3,147
(Net Loss) (5,157,899) (1,040,930)
(Net Loss) per share $ (0.20) $ (0.05)

BALANCE SHEET DATA
Total Assets $ 94,627 $ 2,578,036
Total Current Liabilities 116,555 42,400
Accumulated Deficit (7,236,754) (2,078,855)
Stockholders Equity $ 833,072 $ 2,535,636


Three Months Ended March 31, 2001
----------------------------------
2001 2000
----------- -----------
(unaudited) (unaudited)
STATEMENT OF OPERATIONS DATA
Revenue $ 80 $ 1,207
Net Loss (144,255) (604,944)
Net loss per share $ (0.01) $ (0.02)

BALANCE SHEET DATA
Total Assets $ 944,629 $ 2,585,264
Total Liabilities $ 195,812 $ 51,647
Retained Earnings $(7,381,009) $(2,683,799)
Total Stockholders Equity $ 748,817 $ 2,585,264

11
OUR PLAN OF OPERATION

In the following discussion we are providing an analysis of our financial
condition and Plan of Operation during the next quarter and the balance of the
fiscal year. This discussion should be read in conjunction with our financial
statements and the notes thereto. Certain matters discussed below are based on
potential future circumstances and developments, which the company anticipates
but cannot be assured. These forward-looking statements include, but are not
limited to, our plans to conduct research and development within the company and
in conjunction with joint venture partners.

We have placed our primary emphasis on product development, dependability and
commercial viability of our acquired technologies. Management is currently
determining the expenses involved to develop its existing technologies into
commercial applications. To date, the company has not generated any significant
revenues from any of its acquired technologies and is currently operating at a
loss. None of the technologies have been developed to commercialization. The
company is not able to determine an approximate date for commercialization at
this time. No assurances can be given that any of our technologies will ever be
developed to a point of usefulness or, if developed, that any will be
commercially feasible.

The company does not plan to acquire additional technologies during the year
2001. Development of its technologies may be possible through joint ventures
where the company contributes its intellectual property for an ownership
percentage in a joint venture and all costs are paid by the other joint venture
partners.

On March 8, 2001, the company signed a convertible debenture for $2.5 million.
The debenture matures on April 22, 2002 and bears interest at 10% interest. The
Holder shall fund the debenture in incremental amounts of $100,000 commencing on
either May 5, 2001 or five days after the fulfillment of the conditions to the
agreement with twenty-four equal installments every fifteen days. The first
payment shall be for $200,000 of which $100,000 was previously received on
February 20, 2001 and the balance was received on May 19, 2001. Upon conversion
into common stock, all accumulated but unpaid interest shall be extinguished.
The debenture may be converted by the Holder at any time from the execution of
the debenture to the maturity date at a conversion rate of one share of common
stock per an amount equal to 80% of the closing price of the common stock, as
quoted on the OTC Bulletin Board on the day the transmission of funds to the
company is confirmed by the Holder. The Holder is not obligated to transmit an
incremental payment if the closing stock price falls below $0.15 per share.

12
The company currently has options outstanding from which it could obtain cash.
In the event all of the outstanding options were exercised, the company would
receive $ 600,000 before December 31, 2001 and $975,000 before December 31,
2002. The company has a total of 1,100,000 options outstanding at an average
exercise price of $1.43 per share under its year 1999 and year 2000 options
granted by the board of directors. The exercise prices range from $.50 to $4.50.

During the first quarter of 2001, the board of directors of the approved the
establishment of a stock option plan for the year 2001. The board intends to
authorize 3 million shares for the plan and to initially issue its President,
Roger Duffield 1,000,000 options at an average price of $.50 per share.

At December 31, 2000 the Company had $93,384 in cash and $85,985 in current
payables.

During the calendar year 2001, funding for projects with identified budgets are
estimated at $1,500,000 and general and administrative expenses of approximately
$450,000 are planned to be paid from the $ 2.5 million debenture. The projects
that Rhombic plans to concentrate on are as follows:

A Silicon-Carbide purification technology for the high-tech manufacturing
industry.

The company is working with the University of Missouri to determine the
remaining development work necessary before establishing a patented process for
Silicon-Carbide purification, which is a process designed to remove the
impurities from silicon wafers used in the semiconductor industry. A development
budget has been estimated at $.5 million to perform the next identified phase of
development. The scientific team has advised the company that they believe
commercialization of this technology could occur after one year of continuous
development work. A total budget for the twelve-month development plan has not
been determined at this time.

Diamond Fuel Cell

Rhombic`s fuel cell project, when completed, is intended to develop a material
utilizing diamond technology. The fuel cell developed with this technology will
have higher operating temperatures; increased reaction rate, longevity, and a
miniaturized fuel cell stacked system, as well as reduced platinum content and
substantial reduction in manufacturing costs. The outcome will enable fuel cell
stacked systems to be installed and priced in a direct competition to the
internal combustion engine. A Summary of costs for the various aspects of the
Rhombic fuel cell project is $1,200, 000.

13
Coloring Gemstones

The program is currently at the treatment phase. Cast off gemstones will be used
to test two different processes, which are designed to place impurities in the
diamonds. The diamonds become more wear resistant, the crystal color changes and
the diamonds became a type of semiconductor. Each property change has a
commercial value. Temperature, treatment time and other parameters will be
varied in order to maximize the color change of the diamond. The exact steps
required will have to be determined based upon the results from these initial
tests.

Initial development estimates have not been determined.

Ultra Violet (Excimer) lamp.

The pioneering excimer lamp technology developed by Columbia Research
Instruments is now owned by Rhombic. This technology produces light in a pure
wavelength, which the company anticipates will be more efficient than any other
light source. This is significant because light is used to induce chemical
reactions in plants that are wavelength specific.

The company has established an 18-month budget of approximately $350,000 to
develop a prototype with patent protection. A marketing study is required to
determine how the product could be sold once created.

WHERE YOU CAN FIND MORE INFORMATION

The company is subject to the reporting requirements of the Securities Exchange
Act of 1934. We have filed this Registration Statement, which includes this
prospectus and exhibits, electronically with the Securities Exchange Commission
under the Securities Act of 1933 as amended. This prospectus omits certain
information contained in the Registration Statement on file with the Commission
pursuant to the Act and the rules and regulations of the Commission. This
Registration Statement, including the exhibits, may be reviewed and copied at
the public reference facilities maintained by the Commission located at 450
Fifth Street, N.W., Washington D.C. 20549. Copies of the Registration Statement
and the exhibits can be obtained by mail, for a proscribed fee, from the Public
Reference Branch of the Commission at 450 Fifth Street, N.W. Washington D.C.
20549. The Commission also maintains an Internet site that contains reports,
proxy and information statements, and other information regarding our filings
including this Registration Statement and its exhibits that were file
electronically with the Commission at http://www.sec.gov. All the filings of our
company may be reviewed at said Internet site. The company also maintains an
Internet site at www.rhombic.com.

14
BUSINESS OF RHOMBIC CORPORATION


HISTORY AND PRODUCTS

Rhombic Corporation is a development-stage company incorporated under the laws
of the State of Nevada. The corporation was initially formed on February 26,
1987 as Toledo Medical Corporation. The name was changed to Almaz Space
Corporation on February 9, 1991 and to Ready When You Are Funwear, Inc. on April
14, 1992. On December 30, 1994 a group of individuals acquired control of the
corporation and on February 17, 1995, changed the name to Rhombic Corporation.
The company is currently headquartered in Phoenix, Arizona.

Our company is in the development stage and its efforts, since inception, have
been primarily focused on the acquisition of the rights to innovative
technologies that could ultimately be developed into numerous applications. Our
main objective is to research and develop specific applications from our
technologies in order to make them commercially marketable. The business
strategy of the company is to develop a specific application from a technology,
then commence or contract for a marketing effort for the developed application
that would generate sales. The Company contracts its development work with the
University of Missouri.

The company has four wholly owned subsidiaries, Rockford Technology Associates,
Inc., Nanophase Diamond Technologies, Inc., AEP Technologies, Inc. and Rhombic
Detection Technologies, Inc. None of the subsidiaries are operating.

As a technology transfer and development start-up company, Rhombic has limited
finances. On March 8, 2001 it signed a $ 2.5 million convertible debenture to be
funded with installment payments starting May 5, 2001 in order to accomplish its
growth objectives and development of products and marketing of its technologies.
The company is unable to determine if it will be able to secure any additional
funding necessary for growth and expansion.

Our company intends to make future acquisitions of commercially promising
technologies that fit our general technology acquisition criteria. However, the
company does not have a fixed source of capital to finance such acquisitions. In
this respect, the company intends to accomplish its acquisition plans by
exchange of its stock. There is no assurance that the company will be able to
arrange for such acquisitions. Low trading price or poor liquidity of the
company`s common stock may adversely affect the company`s ability to engage in
future acquisitions and to accomplish its growth objectives.


ACQUISITION OR DISPOSITION OF ASSETS

Pursuant to an Agreement and Plan of Reorganization dated January 18, 2000, our
company acquired all the outstanding shares of common stock of Emerald
Acquisition Corporation, a Delaware corporation, from its shareholders in an
exchange for an aggregate of 200,000 shares of common stock of Rhombic.

Upon effectiveness of the acquisition, pursuant to Rule 12g-3(a) of the General
Rules and Regulations of the Securities and Exchange Commission, Rhombic elected
to become the successor issuer to Emerald for reporting purposes under the
Securities Exchange Act of 1934 and elected to report under the Act effective
January 20, 2000.

15
The consideration exchanged pursuant to the Acquisition Agreement was negotiated
between Emerald and Rhombic. In evaluating Emerald, Rhombic placed a primary
emphasis on Emerald`s status as a reporting company under Section 12(g) of the
Securities Exchange Act of 1934 and Emerald`s facilitation of Rhombic becoming a
reporting company under the Act.

The company intends to strengthen its position in the technology development and
transfer line of business by researching and developing its existing portfolio
of acquired technologies to achieve commercial viability as well as continuing
to search for innovative and commercially viable technologies throughout the
world.

On January 3, 2000, the company acquired the right, title and interest in an
invention named "Micro Wave Driven Ultra Violet Lamp" or "Excimer Lamp". The
seller agreed to provide technical support for the research and development of
the Excimer Lamp when the development takes place. Our company issued 100,000
restricted common shares at a deemed value of $ 281,250 and issued the inventor
and option to purchase 50,000 shares of its common stock at $ 1.00 per share
until December 31, 2000. The option was not exercised on December 31, 2000 and
expired.

During the fourth quarter of 2000, the Rhombic decided to concentrate its
efforts on its diamond doping technology as applied to certain components for
fuel cells. As a result it has no current plans to pursue its other
technologies. The company is seeking joint venture partners or others to effect
commercialization of its other impaired technologies. There is no assurance that
company will be able to locate a joint venture partner to develop any or all of
these technologies. In addition, there is no assurance that even if a joint
venture partner is found that any of these technologies will ever result in
marketable or viable products.


TECHNOLOGIES


DIAMOND FILM FORCED DIFFUSION.

Rhombic`s negative type diamond technology, referred to as "Forced Diffusion,"
has been successfully created in a Russian laboratory to create functional
integrated circuits. This technology consists of diffusing different elements
into diamonds. Rhombic believes that Forced Diffusion has many spin off
applications. Certain elements in diamond can change the mechanical, optical,
and electrical properties of the material. For example, boron doping causes
diamond to turn blue, enhances the wear resistance of diamond and makes a p-type
conductor.

Producing diamond with electronic properties is greatly superior to those of
silicon, which is the material currently used for computer chips. Our technology
allows the exponential decrease of the space required for a computer microchip.
Such diamond film is considerably more heat and radiation resistant extending

16
the life of the electronic circuitry. Harder cutting tools and abrasives,
diamond television and computer monitor screens, sensor bearing and radar
screens are among a number of potential commercial applications of this
technology.

During the year 2000, the company targeted the development of the following four
applications of its Diamond Film Forced Diffusion technology:

1. A Silicon-Carbide purification technology for the high tech
manufacturing industry,

2. An integrated Diamond Circuit and innovative material developments for
the computer and electronics industry,

3. A Heavy Doped Diamond Fuel Cell Electrode for the fuel cell industry,

4. Quality colored diamonds for the high-end jewelry accessory market.


MARKETING

Our company`s primary business focus is placed upon the commercialization of
products resulting from our present and future technologies. We anticipate that
the automobile industry will be the primary market for the company`s fuel cell
technology. All of our other technologies have not been developed enough to
determine their marketability. The company has limited experience in marketing
of products and services in these fields and intends to rely on licensing and
joint venture opportunities with multinational companies for the marketing and
sale of its technologies. We also has little experience marketing products of a
consumer nature. There is no assurance that the company will be successful in
developing a market for any of its products or that it will gain any market
recognition and acceptance.


COMPETITION

Our company operates in the competitive environment of developing technologies
where other companies may be developing similar technologies with substantially
larger financial resources, operations, staffs, scientists and facilities. The
company is working toward developing prototype or engineering demonstrative
models for certain applications of its technologies. There can be no assurance
that the prospects will yield substantial economic returns or that a competitor
may develop a similar prototype and enter the marketplace ahead of Rhombic.
Failure to develop applications from the technologies with an estimated economic
return could have a material adverse impact on the company`s future financial
condition and could result in a write-off of a significant portion of its
investment in the technologies.

The company`s competitors include major integrated international companies in
various industries with research and development programs. The international
competitors are large, well established companies with substantially larger
operating staffs and greater capital resources than our company and which, in
many instances, have been engaged in the technology development arena for a much
longer time.

17
PATENTS, TRADEMARKS AND LICENSES

The following is a list of our existing patents and patent applications

* Field-Enhanced Diffusion Using Optical Activation, U.S. Patent No.
5,597,762

* Microwave-Driven UV Light Source and Solid-State Laser, US Patent No.
5,659,567

Patent applications

* System and Method for Network Based Information Retrieval (Magnesite),
U.S. Patent App. No. 60/240,770

* Compact Power Technology Using Photon-Intermediate Direct Conversion
of Radioisotope Energy to Electricity, U.S. Patent App. No. 60/223,869

* System and Method for Diamond Based Fuel Cells, U.S. Patent App. No.
60/241,097

* System and Method for Diamond Based Fuel Cells, Docket No.
790072.408P2

* System and Method for Conductive Diamond and Ohmic Contacts 60/251,823

* System and Method for Conductive Diamond and Ohmic Contacts 60/255,686

* System and Method for Removal of Impurities From Materials Such as
Semi-conductors, Docket No. 790072.411P1


COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS

The company`s technologies involve a substantial risk of environmental hazard in
the production processes. There is no assurance that our company will be able to
contain the environmental hazards of production. There is also no assurance that
the company will have sufficient resources to meet the requirements necessary to
comply with environmental laws and regulations. It is the company`s objective to
comply in all material respects with applicable federal, state and local laws,
rules, regulations and ordinances regarding the discharge of materials into the
environment if in fact it commences production of any of its technologies.

No material capital expenditures for environmental control equipment are
presently planned or needed.

18
EMPLOYEES

The company has 1 employee. The company hires independent contractors on an "as
needed" basis only. The company has no collective bargaining agreements with its
employees. The company believes that its employee relationships are
satisfactory.


LEGAL PROCEEDINGS

The company`s management feels that, to the best of its knowledge, there are no
litigation matters pending or threatened against it or its property.

DESCRIPTION OF PROPERTIES

As our company is not producing any products at present, it has no lease or
physical facilities commitments. The company`s executive office is 11811 North
Tatum Suite 3031 Phoenix, 85028 Arizona on a month-to-month basis.

MANAGEMENT


DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of the current directors and
executive officers of the company and the principal offices and positions with
the company held by each person. The executive officers of the company are
elected annually by the Board of Directors. Each year, the stockholders elect
the board of directors. The executive officers serve terms of one year or until
their death, resignation or removal by the Board of Directors. There was no
arrangement or understanding between any executive officer and any other person
pursuant to which any person was elected as an executive officer.

Name Age Position
---- --- --------
Roger Duffield 57 President, Chief Executive Officer, Director
Albert Golusin 46 Chief Financial Officer, Director
Stanley Porayko 65 Secretary, Director,
R. G. Krushinsky 41 Director

Roger Duffield, Chief Executive Officer and Director, has presided over
development stage public companies with technologies under development for over
eight years. His expertise has been in the petrochemical industries and is
familiar with developing technologies for the energy sector. He currently is a
director of Klinair Environmental Technologies, Ltd. which is a publicly traded
company on the OTC Bulletin Board.

Albert Golusin, Chief Financial Officer and Director, is a Certified Public
Accountant in Phoenix, Arizona. Since 1992, Mr. Golusin has been in private
practice as an accounting consultant to public companies. He has also served as
a controller for Glenayre Electronics, a NASDAQ company, from 1984 - 1991. From
1983 to 1984, Mr. Golusin worked for Kenneth Leventhal & Company. From 1979 to
1981, Mr. Golusin worked for the international accounting firm of Grant Thornton
& Company. Mr. Golusin graduated from Brigham Young University in 1978. Mr.
Golusin has worked for Rhombic since the office moved to Phoenix, Arizona on
September 1, 2000. He is also a director of Fan Energy, Inc.

19
Stanley Porayko, Secretary and Director of the company, is a self-employed
rancher from Alberta, Canada. He was a founder of the huge jade deposit on Ogden
Mountain, British Columbia, and a director of Yugold Mines. Mr. Porayko
graduated from Ryerson Institute of Technology in 1957.

RG "Jako" Krushnisky received a Bachelor of Science, in Business International
Commerce from the United States International University, San Diego, California.
He further studied economics in London, England. During his tenure at USIU, Jako
was a member of the NCAA Gulls hockey club ranked third in the US. Mr.
Krushnisky is also the President of Rockford Technology Corporation, located in
Vancouver, Canada. Rockford`s early work with the University of Missouri became
the basis for research currently underway by Rhombic. Mr. Krushnisky is very
much involved in the development of environmentally friendly, renewable,
socially responsible energy solutions.

EXECUTIVE COMPENSATION

The following sets forth the annual compensation of the company`s Chief
Executive Officer for the fiscal year ended December 31, 2000. No officer or
employee of the company received annual compensation of more than $100,000.

LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- ------ -------
Securities
Other Annual Restricted Underlying LTIP All Other
Year Salary($) Bonus($) Compensation($) Stock Awards($) Options/SARs(#) Payouts($) Compensation($)
---- --------- -------- --------------- --------------- --------------- ---------- ---------------
Roger Duffield (CEO) 2000 62,500 0 0 50,000 -- 0 0
William L. Owen 2000 60,000 (1) 0 0 0 -- 0 0

----------
(1) William Larry Owen, served as the President of the company and then as
chairman until his retirement on July 26, 2000. He was compensated by Owen
& Associates through an agreement with the company to provide office and
administrative support for $7,500 a month.


OPTIONS GRANTED DURING FISCAL YEAR-END 2000.

The Company granted the following options during 2000:

Number of Shares Options Granted Price Expiration
Name Underlying Options During Year ($/sh) Date
----

[ZockerTempo]

!

Dieser Beitrag wurde vom System automatisch gesperrt. Bei Fragen wenden Sie sich bitte an [e-mail]