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 23, 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, "Agreement", to purchase approximately thirty-one percent
(31%) of all of the shares of Next Advisors, Inc. , "NAI" , in exchange for
37,000,000 restricted shares of the remaining 40,000,000 authorized shares of
the registrant. The NAI shares were acquired from John Hartman who is the Chief
Executive Officer and a director of NAI. As a result of the transaction, Mr.
Hartman now owns 55.3% of the registrants 67,000,000 issued and outstanding
shares.
The Agreement gives NAI the right to propose up to four individuals to the board
of the registrant. The individuals will be installed as directors to fill
vacancies until such time as the shareholders may elect a new Board of
Directors.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 23, 2002, the board of directors of the registrant approved a Stock
Purchase Agreement to purchase approximately thirty-one percent (31%) of all of
the shares of Next Advisors, Inc. , "NAI" , in exchange for 37,000,000
restricted shares of the registrant at a deemed value of $1,110,000. The value
of consideration in the exchange was determined at arms length by NAI and the
registrant.
NAI is a technology company currently developing an online platform, which will
integrate applications and services for wealth management professionals.
As part of the acquisition, NAI has three wholly owned subsidiary companies:
NEXT Advisors Securities, an NASD registered securities broker-dealer, NEXT
Advisors Realty Services which operates as a high-end residential real estate
sales company and, NEXT Lending which is a fully licensed mortgage broker
serving both the residential and commercial markets. The registrant intends for
the operations of NAI and its subsidiaries to continue their operations.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
Consolidated audited financial statements of NAI through December 31, 2001 and
unaudited pro forma statements through June 30, 2002 will be filed by amendment
to this filing.
EXHIBITS
1. Stock Purchase Agreement
ITEM 9: REGULATION FD DISCLOSURE
The registrant's Agreement with NAI requires the directors of the registrant to
call a special shareholder's meeting to vote upon the following issues and any
other the Board of Directors may choose to put before them. The items voted on,
and agreed to, by a majority of the shareholders present and entitled to vote
upon them shall become effective upon whatever date that the shareholders
specify by their affirmative vote.
1) An increase in the authorized shares of the company, such that at a minimum
it will allow for an increase sufficient to allow for the issuance of the shares
purchased under this agreement, the specific number and classes of which to be
determined by the Board of Directors of Rhombic prior to the Special
Shareholders Meeting.
2) The issuance of 83,000,000 shares of Rhombic common stock in exchange for all
of the remaining shares of NAI Series A Common Stock as of the effective date of
the vote of the shareholders of NUKE.
Subject to an affirmative vote by a majority of the shareholders present and
entitled to vote at the Special Shareholders Meeting and upon the effective date
of that vote, the holders of the remaining 69% of all issued and outstanding
shares of NAI Series A Common Stock shall exchange those shares for 83,000,000
shares of NUKE Common Stock, such that NUKE shall own one hundred percent (100%)
of the issued and outstanding equity of NAI.
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: September 24, 2002
RHOMBIC CORPORATION
By /s/ Albert Golusin
--------------------------
Albert Golusin, C.F.O.