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 3, 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 5. OTHER EVENTS
On September 3, 2002, the board of directors of the registrant and NEXT
Advisors, Inc., "NAI", mutually agreed to a binding letter of intent. The
intended transaction initially contemplates a tax free exchange of thirty-one
percent (31%) of all of the shares of NAI in exchange for 37,000,000 shares of
the registrant. Additionally, and subject to an affirmative majority vote of the
registrants shareholders, the registrant shall issue an additional 83,000,000
shares in exchange for the remaining sixty-nine percent (69%) of the shares of
NAI. The registrant currently has 30,000,000 shares issued and outstanding.
The transaction is subject to NAI furnishing a third party valuation for a value
not less than $1,000,000 for thirty-one percent (31%) of their company and a
draft copy of an audit which supports the assumptions and data used in the
valuation report.
NAI and the registrant intend to reach a definitive agreement by September 23,
2002.
EXHIBITS
1. Binding Letter of Intent
2. Resolution of Rhombic Corporation
3. Resolution of NEXT Advisors, Inc.
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 5, 2002
RHOMBIC CORPORATION
By /s/ Albert Golusin
-------------------------------
Albert Golusin, C.F.O.
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EXHIBIT 1
LETTER OF INTENT
This binding letter of intent (the "LOI") is intended to confirm our
understanding concerning a proposed transaction (the "Transaction") by and
between Rhombic Corp. ("NUKE") and NEXT Advisors, Inc. (the "NAI") whereby NUKE
will purchase all of the equity ownership of NAI. The purpose of this LOI is to
set forth the basis of understanding as of August 30, 2002 for the proposed
Transaction.
1. NUKE: Is a publicly traded company traded on the NASDAQ OTC BB market trading
under the ticker symbol "NUKE". NUKE is a validly existing Nevada corporation
and is in good standing order with the state of Nevada and is current with
respect to its reporting requirements to the Securities and Exchange Commission.
2. NAI: Is a private "C" corporation duly incorporated and validly existing
under the laws of the State of Delaware and wholly-owns two real estate lending
operating subsidiaries named NEXT Advisors Realty Services, which is a "C"
corporation that wholly-owns NEXT Lending, L.L.C. NAI also wholly-owns NEXT
Advisors Securities which is a securities brokerage house. NAI`s business is to
provide information technology and services to family office organizations and
independent investment advisors.(Wealth Managers)
3. THE TRANSACTION:
a. Nuke will purchase from the holders of NAI stock, in a tax free
exchange, shares representing all of the shares of NAI in exchange for
120,000,000 shares of the Common Stock of NUKE.
i. In consideration for the transaction stated in section 3a above,
NUKE shall issue 37,000,000 shares of NUKE Common Stock in
exchange for thirty-one percent (31%) equity ownership of NAI.
Additionally, and subject to an affirmative vote of the
shareholders and upon satisfaction of all state, federal and
other regulatory requirements, NUKE shall issue 83,000,000 shares
of NUKE Common stock in exchange for the remaining sixty-nine
percent (69%) equity ownership of NAI.
b. NAI has the right to elect four new board members, constituting
majority control of the Board of Directors.
c. This transaction is subject to receipt by NUKE of a draft audit of
NAI, prepared by an auditor acceptable to the Board of Directors of
NUKE.
d. This transaction is subject to receipt by NUKE of a third party
valuation of NAI, conducted by a valuator satisfactory to the Board of
Directors of NUKE, for a value not less than $1,000,000.
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4. CONFIDENTIAL INFORMATION. The parties hereby acknowledge that any information
which shall be disclosed by either party pursuant to this LOI and/or the
Transaction is a valuable proprietary asset of the disclosing party and that
such disclosing party will sustain irreparable financial and business loss if
such information shall be made available to any third party and/or to the
general public.
5. DEFINITIVE AGREEMENT. Subject to the satisfaction of all of the conditions
contained within this letter and the delivery and execution of a definitive
agreement (the "Definitive Agreement") for the Transaction contemplated by this
LOI by September 23, 2002, and subject in all respects to the approval of the
respective Board of Directors of the parties, verification of legal and factual
issues deemed relevant to the parties and receipt of any requisite regulatory
and other approvals and consents. The Definitive Agreement will contain, among
other things, such representations and warranties, agreements, indemnifications
and covenants and conditions customarily found in agreements of such type or
otherwise appropriate for such agreements.
6. EXPENSES. Each party shall bear its own costs and expenses in connection with
the Transaction contemplated by this LOI, including, without limitation, the
negotiation and preparation of this LOI and the negotiation and drafting of the
Definitive Agreement. NUKE has approximately $5,000 in cash.
7. BINDING OBLIGATION. This LOI is an expression of the intent of the parties
and is subject only to the other terms and conditions set forth herein. This
letter constitutes and creates, and shall be deemed to constitute and create, a
legally binding and enforceable obligation on the part of parties hereto upon
ratification of this Letter of Intent by the respective Boards of Directors of
the parties no later than September 4, 2002. Copies of the resolutions ratifying
this Letter of Intent shall be attached and incorporated herein when ratified,
as Exhibit A in the case of Nuke and Exhibit B in the case of NAI
AGREED AND ACCEPTED
/s/ Albert Golusin, C.F.O. /s/ John Hartman, C.E.O.
-------------------------------- --------------------------------
Albert Golusin, C.F.O. John Hartman, C.E.O.
Rhombic Corp. NEXT Advisors, Inc.
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EXHIBIT 2
RHOMBIC CORPORATION
DIRECTORS RESOLUTION TO CORPORATE ACTION
SEPTEMBER 3, 2002
The directors of Rhombic Corporation met telephonically on September 3,
2002 with notice and approved the following corporate action:
WHEREAS, Rhombic in its efforts to find a revenue operating company to
purchase has the opportunity to acquire thirty-one percent of NEXT Advisors,
Inc. in exchange for 37,000,000 common shares of Rhombic subject to the terms of
the binding letter of intent dated August 30, 2002; be it
RESOLVED, that the binding letter of intent dated August 30, 2002 be
accepted by the board of directors.
IN WITNESS WHEREOF, I have certify that the resolution of the corporation is
true and correct.
/s/ Stan Porayko
-----------------------------
Stan Porayko, Secretary
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EXHIBIT 3
RESOLUTION: 090402:1
SELL BUSINESS ASSETS
WHEREAS, NEXT Advisors, Inc. has received a binding letter of intent from
Rhombic Corporation to purchase all the assets of the Corporation through a tax
free exchange of shares, all as were particularly set forth in the binding
letter of intent annexed hereto; and
WHEREAS, in the opinion of the Board, it is in the best interests of the
Corporation and its shareholders for NEXT Advisors, Inc. to sell its assets
through said share exchange and pursuant to the terms of agreement; be it
RESLOVED, that the binding letter of intent is hereby accepted by the
Board, but the final agreement is subject to the approval and ratification by
the requisite number of shareholders of the Corporation: and
RESOLVED FURTHER, that upon shareholder approval, the President of the
Corporation undertake all acts and execute all documents as necessary to
consummate said transaction upon its terms.
The undersigned hereby certifies that she is the duly elected and qualified
interim Secretary and the custodian of the books and records and seal of a
corporation duly formed pursuant to the laws of the State of Delaware and that
the foregoing is a true record of a resolution duly adopted at a meeting of the
Stockholders, and that said meeting is held in accordance with state law and the
Bylaws of NEXT Advisors, Inc. on or before September 21, 2002.
IN WITNESS WHEREOF, I have executed my name as Secretary and have hereunto
affixed the corporate seal of NEXT Advisors, Incorporated this 4th day of
September 2002.
/s/ Elizabeth Kabanek
-----------------------------
Elizabeth Kabanek
Interim Secretary
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