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May 15, 2001

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Wise Investment Member Level  Friday, 07/06/01 09:59:56 PM
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May 15, 2001

RHOMBIC CORP (NUKE.OB)
Quarterly Report (SEC form 10QSB)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion is intended to provide an analysis of the Company's financial condition and Plan of Operation and should be read in conjunction with the Company's financial statements and the notes thereto. The matters discussed in this section that are not historical or current facts deal with potential future circumstances and developments. Such forward-looking statements include, but are not limited to, the development plans for the technologies of the Company, trends in the results of the Company's development, anticipated development plans, operating expenses and the Company's anticipated capital requirements and capital resources. The Company's actual results could differ materially from the results discussed in the forward-looking statements.

The Company has not generated revenue from operations during the first three months of 2001 or since its inception. During the first quarter of 2001, the board of directors of the Company 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. The board also agreed to compensate all non-working directors $ 2,000 a month in the currency of their domicile beginning in April 2001. The Company may pay the fee in cash or restricted common shares. The monthly fee will pay for the incidental expenses and efforts the directors may incur for the benefit of the Company.

On February 24, 2001, the Company engaged Charles Fabiano of Strategic Initiatives as its primary investor relation company. Mr. Fabiano studied chemical engineering and worked for over ten years as a stockbroker.

During the first quarter of 2001, it became apparent to Rhombic that there was no cost benefit to continue developing Magnesite because of the necessary costs to continue developing a working program, conducting marketing studies, incurring marketing costs and incurring administrative and legal costs for licensing and customer service. On March 14, 2001, Rhombic and Vision agreed to cancel all of their agreements with each other under a Mutual Release, Hold Harmless and Cross Indemnification Agreement.

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.

On March 8, 2001, Rhombic 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. The Company is required to pay interest quarterly until all or part of the debenture is converted into common shares. The Company made its interest payment for the first quarter of 2001 during April 2001.

During the first quarter of 2001, the Company paid $ 10,000 which represented one-half of the legal costs for the preparation of a registered prospectus for the convertible debenture. The Company also incurred approximately $ 44,000 of legal expenses pertaining to patent searches and applications.

Consulting expenses were $ 875 during the first quarter of 2001 compared to $ 229,146 during the first quarter of 2000. The difference was mainly due to the deemed value of 75,000 shares issued for consulting services during 2000 which totaled $ 214,425.

General and administrative expenses were $ 86,392 during the first quarter of 2001 compared to $ 76,040 incurred during the first quarter of 2000 for compensation and overhead costs.

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 for with the $ 2.5 million debenture. The projects and their budgets that Rhombic plans to pursue are the same as those described in the annual 10K-SB filing of December 31, 2000.

The Company does not have any employees and uses consultants for matters pertaining to coordinating technology development and administration. The Company may hire employees during the next twelve months depending upon its success in developing prototype applications for sale and financing more development. This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Exchange Act of 1934. Although the Company believes that the expectations reflected in the forward-looking statements and the assumptions upon which the forward-looking statements are based are reasonable, it can give no assurance that such expectations and assumptions will prove to be correct.





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