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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the quarterly period ended March 31, 2002

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period from ____________ to ____________

                         Commission file number 0-29049


                               RHOMBIC CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Nevada                                              86-0824125
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                          11811 N. Tatum Blvd. # 3031
                             Phoenix, Arizona 85028
               ---------------------------------------------------
               (Address of principal executive offices (zip code))

                                 (602) 953-7702
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the last 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes [X]  No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

             Class                               Outstanding at March 31, 2002
------------------------------                   -----------------------------
Common Stock, par value $0.001                             28,697,042
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<PAGE>
                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               RHOMBIC CORPORATION
                           CONSOLIDATED BALANCE SHEET
                          (A Development Stage Company)
                                 March 31, 2002
                                   (Unaudited)
================================================================================

                                     ASSETS
CURRENT ASSETS:
  Cash                                                              $     6,820
                                                                    -----------
       Total Current Assets                                               6,820
                                                                    -----------
OTHER ASSETS:
  Investments                                                            12,042
  Licensing Agreements and Intellectual property                        281,258
  Patents                                                                   734
                                                                    -----------

Total assets                                                        $   300,854
                                                                    ===========

                                  LIABILITIES

CURRENT
  Accounts Payable                                                  $    29,961
  Due to affiliates                                                      58,543
                                                                    -----------
       Total current liabilities                                         88,504

STOCKHOLDERS' EQUITY
  Common stock, $.001 par value, 70,000,000 shares
   authorized, 28,697,042 issued and outstanding                         28,697
  Additional paid-in capital                                          8,452,629
  (Deficit) accumulated during the development stage                 (8,261,500)
  Net unrealized holding loss on securites held for sale                 (7,476)
                                                                    -----------

Total stockholders' equity                                              212,350
                                                                    -----------

Total liabilities and stockholders' equity                          $   300,854
                                                                    ===========

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       1
<PAGE>
                               RHOMBIC CORPORATION
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 March 31, 2002
                                   (Unaudited)
================================================================================

<TABLE>
<CAPTION>
                                                                              Cummulative from
                                               For the 3 months ended         November 21, 1994
                                          ---------------------------------    (Inception) to
                                          March 31, 2002     March 31, 2001     March 31, 2002
                                          --------------     --------------     --------------
<S>                                        <C>                <C>                <C>
Royalty income                             $          0       $          0       $      5,729
Interest income                                       0                 80              6,954
                                           ------------       ------------       ------------
                                                      0                 80             12,683
EXPENSES
  Research and development expense                    0              5,781            697,747
  Write down on intellectual property                 0                  0          1,891,788
  Legal & accounting                             27,235             50,871            763,552
  Transfer Agent Expenses                           300                164             26,854
  Consulting, related party                           0                  0            367,000
  Consulting                                          0                875          2,876,830
  Interest                                            0                252              2,918
  Other general & administrative                 14,457             86,392          1,577,204
                                           ------------       ------------       ------------
       Total Expenses                            41,992            144,335          8,203,893
                                           ------------       ------------       ------------

Net (loss) from operations                      (41,992)          (144,255)        (8,191,210)

OTHER REVENUES & EXPENSES
  Loss on sale of investments                         0                  0            (70,290)
                                           ------------       ------------       ------------

NET (LOSS)                                 $    (41,992)      $   (144,255)      $ (8,261,500)
                                           ============       ============       ============
NET LOSS PER SHARE:
  Basic                                    $      (0.00)      $      (0.01)
                                           ============       ============
  Diluted                                  $      (0.00)      $      (0.01)
                                           ============       ============
WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic                                      28,697,042         25,984,243
                                           ============       ============
  Diluted                                    28,697,042         25,984,243
                                           ============       ============
</TABLE>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       2
<PAGE>
                               RHOMBIC CORPORATION
                          (A Development Stage Company)
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                 March 31, 2002
                                   (Unaudited)
================================================================================

<TABLE>
<CAPTION>
                                                                         (Deficit)      Net unrealized
                                                                         Accumulated   holding loss on
                                    Common Stock          Additional       During       on  available
                               -----------------------     Paid-In       Development     securities
                                 Shares        Amount      Capital          Stage       held for sale     Total
                                 ------        ------      -------          -----       -------------     -----
<S>                           <C>            <C>        <C>             <C>               <C>           <C>
Balance at December 31, 2000   26,286,100     $ 26,286   $ 8,043,540     $(7,236,754)      $     0       $833,072

Shares issued for services        290,000          290        59,710               0             0         60,000

Net loss for the quarter
 ended March 31, 2001                                                       (144,255)            0       (144,255)
                              -----------     --------   -----------     -----------       -------       --------

Balance at March 31, 2001      26,576,100     $ 26,576   $ 8,103,250     $(7,381,009)      $     0       $748,817

Balance at December 31, 2001   28,697,042     $ 28,697   $ 8,452,629     $(8,219,508)      $(7,476)      $254,342

Net loss for the quarter
 Ended March 31, 2002                                                        (41,992)                     (41,992)
                              -----------     --------   -----------     -----------       -------       --------

Balance at March 31, 2002      28,697,042     $ 28,697   $ 8,452,629     $(8,261,500)      $(7,476)      $212,350
                              ===========     ========   ===========     ===========       =======       ========
</TABLE>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       3
<PAGE>
                               RHOMBIC CORPORATION
                          (A Devlopment Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                 March 31, 2002
                                   (Unaudited)
================================================================================

<TABLE>
<CAPTION>
                                                             For the three months ended     Cummulative from
                                                                       March 31,            November 21,1994
                                                           -----------------------------     (Inception) to
                                                              2002              2001         March 31, 2002
                                                           -----------       -----------     --------------
<S>                                                        <C>               <C>              <C>
OPERATING ACTIVITIES
  Net (loss) income for the period                         $ (41,992)        $ (144,255)      $(8,261,500)
  Adjustments to reconcile net cash used by operations:
    Write down on intellectual property and patents                0                  0         1,891,788
    Loss on sale of marketable securities                          0                  0            70,290
    Rockford shares issued for services                            0                  0            32,275
    Common stock issued for services                               0             60,000         1,920,484
    Fair value of options granted                                  0                  0         2,000,912
    (Increase) decrease  in prepaid expenses                     300             (1,000)                0
    (Increase) decrease in deferred offering costs                 0            (10,000)                0
    Increase (decrease) in accounts payable                   (9,301)           (20,743)           29,961
    Increase (decrease) in due to affiliates                  30,111                  0            58,543
                                                           ---------         ----------       -----------
       Net Cash (Used) by Operating Activities                (2,280)          (115,998)       (2,257,247)

FINANCING ACTIVITIES
  Proceeds from private placements                                 0                  0         1,347,830
  Proceeds from convertible debenture                              0            100,000           200,000
  Proceeds from exercise of stock options                          0                  0         1,006,750
                                                           ---------         ----------       -----------
       Cash provided from financing activities                     0            100,000         2,554,580
                                                           ---------         ----------       -----------
INVESTING ACTIVITIES
  Cost of patents                                                  0            (14,120)         (168,430)
  Proceeds from sale of marketable securities                      0                  0            95,673
  Investment in marketable securities                              0                  0          (217,756)
                                                           ---------         ----------       -----------
       Cash used in investment activities                          0            (14,120)         (290,513)
                                                           ---------         ----------       -----------

Increase in cash                                              (2,280)           (30,118)            6,820
Cash at beginning of period                                    9,100             93,384                 0
                                                           ---------         ----------       -----------
Cash at end of period                                      $   6,820         $   63,266       $     6,820
                                                           =========         ==========       ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
FINANCING ACTIVITIES

Issuance of common stock for licensing agreements          $       0         $        0       $ 2,005,350
and intellectual property

Unrealized loss on securities available held for sale      $       0         $        0       $     7,476
</TABLE>
                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       4
<PAGE>
                               RHOMBIC CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        THREE MONTHS ENDED MARCH 31, 2002

     The unaudited  financial  statements included herein were prepared from the
records  of  the  Company  in  accordance  with  generally  accepted  accounting
principles. These financial statements reflect all adjustments which are, in the
opinion of  management,  necessary to provide a fair statement of the results of
operations  and  financial  position  for the interim  periods.  Such  financial
statements  generally  conform to the  presentation  reflected in the  Company's
Forms 10-KSB and 10-KSB filed with the  Securities  and Exchange  Commission for
the year ended December 31, 2001. The current  interim  period  reported  herein
should  be read in  conjunction  with  the  Company's  Form  10-KSB  subject  to
independent audit at the end of the year.

     The results of operations for the three months ended March 31, 2002 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2002.

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 2002 or since its inception.

     At  December  31,  2001 the  Company  had $ 9,000  in cash and $ 49,092  in
current  payables.  At March 31, 2002 the Company had  approximately  $ 6,800 in
cash and approximately $ 88,500 in current payables.  Although the company could
probably  settle  debt to  affiliates  in the amount of $ 58,543 for  restricted
common stock, it would have approximately 30,000 in debt remaining.

     The  competition in the  technology  proliferation  and transfer  market is
highly  intense  and  is  based  on  product  and  technology   recognition  and
acceptance,  novelty  and  marketability  of  an  invention,  price,  and  sales
expertise.  The Company has placed its primary emphasis on product  development,
dependability and commercial viability of its acquired technologies.  Management
is  currently  determining  the  expenses  involved to develop its Excimer  Lamp
intellectual property into commercial applications. To date, the Company has not
generated any revenues  from any of its acquired  intellectual  property  except
minimal  royalties  from  Daimler  Benz  from  the IEC  Technology.  Rhombic  is
currently a development  stage  company and is 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   of  any  of  its
intellectual  property at this time. No assurances  can be given that any of the
Company's  intellectual property will ever be developed to a point of usefulness
or, if developed, that any will be commercially feasible.

                                       5
<PAGE>
     Development  of its  intellectual  property may be possible  through  joint
ventures where Rhombic  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 19,  2002,  Rhombic  canceled  the letter  intent for the proposed
merger with FAMCO because it had not received sufficient  financial  information
from the six  corporations  in order  to  negotiate  an  agreement.  During  the
calendar year 2002,  Rhombic plans to actively seek the acquisition of a revenue
generating  operation.  Ideally,  the acquisition will have operations that bear
some relationship to one or more of the intellectual  properties  currently held
by Rhombic;  however,  the acquisition may or may not bear a relationship to the
intellectual  property  currently  owned.  The  objective  of  management  it to
optimize the value of the company through acquisitions or development projects.

     In the event Rhombic had an  opportunity  to raise cash, it would pay for a
marketing study and development plan for the Excimer Lamp. An 18-month budget of
approximately $ 350,000 to develop a prototype with patent protection.

     The Company  currently has options  outstanding  from which it could obtain
cash; however, it is not probable that Rhombic will obtain cash from the options
while the stock price trades below the outstanding  option strike prices. In the
event all of the outstanding  options were exercised,  the Company would receive
$1,725,000  before  December  31,  2002.  The Company  has a total of  2,000,000
options  outstanding  at an  average  exercise  price  of $ .86 per  share.  The
exercise prices range from $.50 to $4.50.

     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.

                                       6
<PAGE>
                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     There are no legal  proceedings  against  the  Company  and the  Company is
unaware of any proceedings contemplated against it.

ITEM 2. CHANGES IN SECURITIES

     Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

ITEM 5. OTHER INFORMATION

     Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         NONE

     (b) Reports on Form 8-K

         NONE

                                   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 thereunto duly authorized.


                                            RHOMBIC CORPORATION


 Dated: May 15, 2002                         By: /s/ Albert Golusin
        ------------                            -------------------------------
                                                Acting Chief Executive Officer,
                                                Principal Executive Officer,
                                                Chief Financial Officer,
                                                Principal Financial Officer

                                       7