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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 June 30, 2001

                                       OR

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

                         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 June 30, 2001
              -----                         ----------------------------
   Common Stock, par value $0.001                     28,142,242

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<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENT

                               RHOMBIC CORPORATION
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2001
                                   (Unaudited)


                                     ASSETS

CURRENT ASSETS
  Cash                                                              $    31,614
  Receivables                                                               291
  Prepaid Expenses                                                        1,000
                                                                    -----------
        Total Current Assets                                             32,905
                                                                    -----------
OTHER ASSETS
  Investments                                                           217,756
  Licensing Agreements and Technologies                                 581,257
  Patents                                                               102,095
                                                                    -----------

Total assets                                                        $   934,013
                                                                    ===========

                                  LIABILITIES

CURRENT
  Accounts Payable                                                  $    34,731
                                                                    -----------
                                                                         34,731
STOCKHOLDERS' EQUITY
  Preferred Stock, $.001 Par Value, 1,000,000 Shares
   Authorized, None Issued
  Common Stock, $.001 Par Value, 70,000,000 Shares
   Authorized, 28,142,242 Issued and Outstanding                         28,142
  Additional Paid-in Capital                                          8,372,853
  (Deficit) Accumulated During the Development Stage                 (7,501,713)
                                                                    -----------
        Total Stockholders' Equity                                      899,282
                                                                    -----------

        Total Liabilities and Stockholders' Equity                  $   934,013
                                                                    ===========

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       2
<PAGE>
                               RHOMBIC CORPORATION
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                     Cummulative From
                                                                                                     November 21, 1994
                                         For the 6 Months Ended         For the 3 Months Ended        (Inception) to
                                      June 30,2001   June 30,2000   June 30,2001      June 30,2000     June 30,2001
                                      ------------   ------------   ------------      ------------     ------------
<S>                                    <C>            <C>            <C>               <C>             <C>
Royalty income                         $        --    $        --    $        --       $        --     $     5,729
Interest income                                 80          2,502             --             1,295           6,955
                                       -----------    -----------    -----------       -----------     -----------
                                                80          2,502             --             1,295          12,684
EXPENSES
  Research and Development Expense           5,781        322,658             --           187,208         691,370
  Write Down of Intellectual Property           --             --             --         1,487,630
  Legal & accounting                        70,428        168,653         19,557             6,348         647,690
  Transfer Agent Expenses                      429          4,460            265             1,250          25,689
  Consulting, Related Party                     --         45,000             --            22,500         367,000
  Consulting                                   875         52,295             --            37,574       3,054,755
  Interest Expense                           2,917             --          2,665                --           2,917
  Other General & Administrative           184,609        869,840         98,217           601,875       1,237,346
                                                                                       -----------     -----------
        Total Expenses                     265,039      1,462,906        120,704           856,755       7,514,397

NET (LOSS)                             $  (264,959)   $(1,460,404)   $  (120,704)      $  (855,460)    $(7,501,713)
                                       ===========    ===========    ===========       ===========     ===========
NET LOSS PER SHARE:
  Basic                                $     (0.01)   $     (0.04)   $     (0.00)      $     (0.02)
                                       ===========    ===========    ===========       ===========
  Diluted                              $     (0.01)   $     (0.04)   $     (0.00)      $     (0.02)
                                       ===========    ===========    ===========       ===========
WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic                                 26,310,824     34,349,562     26,310,824        34,349,562
                                       ===========    ===========    ===========       ===========
  Diluted                               26,310,824     34,349,562     26,310,824        34,349,562
                                       ===========    ===========    ===========       ===========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       3
<PAGE>
                               RHOMBIC CORPORATION
                          (A Development Stage Company)

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                 (Deficit)
                                                                                                Accumulated
                                                             Common Stock         Additional      During
                                                      -----------------------      Paid-In      Development
                                                        Shares       Amount        Capital         Stage          Total
                                                        ------       ------        -------         -----          -----
<S>                                                 <C>           <C>          <C>            <C>            <C>
Balance at December 31, 1999                          24,741,100    $  24,741    $ 4,589,750    $(2,078,855)   $2,535,636
  Acquisition of Intellectual Property                   100,000          100        281,150                      281,250
  Shares Issued to Acquire Emerald Investments           200,000          200           (200)
  Shares Issued for Services                              75,000           75        214,350                      214,425
  Exercise of Stock Options                              170,000          170        107,080                      107,250
  Net Loss for the Quarter Ended March 31, 2000                                                    (604,944)     (604,944)
                                                     -----------    ---------    -----------    -----------    ----------

Balance at March 31, 2000                             25,286,100       25,286      5,192,130     (2,683,799)    2,533,617
  Acquisition of Intellectual Property                   100,000          100        194,150                      194,250
  Shares Issued for Services                             350,000          300        661,066                      661,416
  Net Loss for the Quarter Ended June 3, 2000                                                      (855,460)     (855,460)
                                                     -----------    ---------    -----------    -----------    ----------
Balance At June 30, 2000                              25,736,100    $  25,736    $ 6,047,346    $(3,539,259)   $2,533,823
                                                     ===========    =========    ===========    ===========    ==========

Balance At December 31, 2000                          26,286,100    $  26,286    $ 8,043,540    $(7,236,754)   $  833,072
  Shares Issued for Services                             290,000          290         59,710                       60,000
  Net Loss for the Quarter Ended March 31, 2001                                                    (144,255)     (144,255)
                                                     -----------    ---------    -----------    -----------    ----------
Balance At March 31, 2001                             26,576,100       26,576      8,103,250     (7,381,009)      748,817
  Shares Issued for Services                             400,000          400         91,600                       92,000
  Shares Issued for Debenture Conversion               1,166,142        1,166        198,834                      200,000
  Costs of Offering                                                                  (20,831)                     (20,831)
  Net Loss for the Quarter Ended June 30, 2001                                                     (120,704)     (120,704)
                                                     -----------    ---------    -----------    -----------    ----------

Balance at June 30, 2001                              28,142,242    $  28,142    $ 8,372,853    $(7,501,713)   $  899,282
                                                     ===========    =========    ===========    ===========    ==========
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       4
<PAGE>
                               RHOMBIC CORPORATION
                          (A Devlopment Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       For the Six Months          For the Three Months     Cumulative From
                                                          Ended June 30,              Ended June 30,       November 21, 1994
                                                    ------------------------    --------------------------  (Inception) to
                                                       2001          2000           2001           2000      June 30, 2001
                                                       ----          ----           ----           ----      -------------
<S>                                                 <C>          <C>            <C>            <C>            <C>
OPERATING ACTIVITIES
  Net (Loss) Income for the Period                  $(264,959)   $(1,460,404)   $  (120,704)   $  (855,460)   $(7,501,713)
  Adjustments to Reconcile Net Cash Used by
   Operations:
    Write Down of Intellectual Property                    --             --             --      1,487,630
    Common Stock Issued for Services                  152,000        875,841         92,000        661,416      1,716,245
    Fair Value of Options Granted                          --             --      2,082,113
    (Increase) Decrease in Accounts Receivable           (291)        15,103           (291)         3,219           (291)
    (Increase) Decrease in Prepaid Expenses             1,500         78,107          2,500        (60,892)        (1,000)
    Increase (Decrease) in Accounts Payable           (81,824)          (563)       (61,081)        (2,498)        34,731
    Increase (Decrease)  in Due to Related Parties         --         18,619             --          7,513             --

          Net Cash (Used) by Operating Activities    (193,574)      (473,297)       (87,576)      (246,702)    (2,182,285)

Financing Activities
  Proceeds From Private Placements                         --             --             --      1,347,830
  Proceeds From Convertible Debenture                 200,000             --        100,000             --        200,000
  Offering Costs                                      (20,831)       (10,831)       (20,831)
  Proceeds From Exercise of Stock Options             107,250             --             --      1,006,750
                                                    ---------    -----------    -----------    -----------    -----------
          Cash Provided From Financing Activities     179,169        107,250         89,169             --      2,533,749
                                                    ---------    -----------    -----------    -----------    -----------
Investing Activities
   Cost of Patents                                    (47,365)        (8,316)       (33,245)        (7,525)      (102,094)
   Investment in Rockford Technologies                     --             --             --             --       (207,756)
   Investment in Marketable Securities                     --             --             --             --        (10,000)
                                                    ---------    -----------    -----------    -----------    -----------
          Cash Used in Investment Activities          (47,365)        (8,316)       (33,245)        (7,525)      (319,850)
                                                    ---------    -----------    -----------    -----------    -----------

Increase in Cash                                      (61,770)      (374,363)       (31,652)      (254,227)        31,614
Cash At Beginning of Period                            93,384        557,553         63,266        437,417             --
                                                    ---------    -----------    -----------    -----------    -----------
Cash at end of Period                               $  31,614    $   183,190    $    31,614    $   183,190    $    31,614
                                                    =========    ===========    ===========    ===========    ===========

Interest Expense                                    $   2,917    $        --    $     2,665    $        --    $     2,917

Supplemental Disclosure of Noncash Investing
and Financing Activities
  Issuance of Common Stock for Licensing
   Agreements and Technologies                      $      --    $   475,500    $        --    $   194,250    $ 2,005,530
                                                    ---------    -----------    -----------    -----------    -----------
</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       5
<PAGE>
                               RHOMBIC CORPORATION
                          (A Devlopment Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 and 2000


     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, 2000. 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 June 30, 2001 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2001.

CONVERTIBLE DEBENTURE

     On March 8, 2001, Rhombic signed a convertible  debenture for $2.5 million.
The Holder  funded  $200,000 on the  debenture  and  converted the advances into
1,166,142  shares of the Company under the terms of the  debenture.  On July 20,
2001, the Company withdrew its registration  statement for the shares issued and
to be issued  under the  debenture  because it was no longer  applicable  to the
Company. A new registration statement will be filed in the near future that will
better serve the Company's needs.

STOCKHOLDERS' EQUITY

     During the second quarter of 2001,  the Company  issued 400,000  restricted
common shares as payment in full for legal services  regarding its patents.  The
transaction  had a deemed  value of $ 92,000.  It also issued  1,166,142  shares
under the terms of its debenture for $200,000 of cash advances.

     The deemed  value of the all shares  issued was  determined  based upon the
trading value of the  Company's  common stock at the time of the issuance of the
stock.

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 six
months of 2001 or since its  inception.  During the second  quarter of 2001, the
Company began the quarter with $63,266 in cash and received  $100,000  under the
terms of its  debenture.  At July 20,  2001,  the Company had a working  capital
deficit.  The Company  had  approximately  $1,500 in cash and trade  payables of
approximately $5,000 at that date.

                                       6
<PAGE>
     During  the  second  quarter,   the  Company  had  cash   disbursements  of
approximately $50,000 in officer consulting fees, $22,000 in general counsel and
legal fees to submit its  registration  statement,  $16,500 in travel  expenses,
$12,000 in director fees,  $10,500 for investor  relation  expenses,  $5,500 for
office  expenses,  $3,000 for auditing costs,  $2,665 in interest expense on the
debenture and approximately $8,000 on other general and administrative costs.

     During the second  quarter of the year 2000,  a total of $856,755 was spent
primarily for research and general and administrative costs. A total of $661,416
of that  amount was paid in stock at the  current  trading  price at the time of
issuance.  The periods are not  comparable  because  during 2000 the Company was
active in trying to develop its Magnesite software program and pursue the Silcon
Carbide  purification  by building  small reactors  capable of impurity  removal
which were donated to the  University of Missouri.  During the second quarter of
2001,  the Company had not performed any research and was evaluating its patents
pertaining to diamond doping and disperse composite material for application.

     During the first two weeks of July 2001, the Company had  approximate  cash
disbursements of $15,000 in officer consulting fees, $5,500 in travel and office
expenses and $7,500 in general counsel and auditor costs.

     During the second  quarter of 2001  extensive  travel was  incurred to meet
with the inventors of the Company's patents for Disperse  Composite  Material in
Russia.  The meetings were  favorable.  Other  meetings  resulted in the Company
pursing an exclusive licensing arrangement to obtain diamond powder suitable for
future development work.

     In  early  July  2001,  the  Company   terminated  its  investor   relation
representative and hired a scientific  consultant to evaluate all of the patents
and patent  applications  of the Company for  relevance to potential  commercial
applications.  After  receiving an  evaluation  of the  commercial  viability of
applications for its patents, the Company will establish budgets for development
programs.

     The  Company  is  currently   seeking  to  raise  capital  under  financing
arrangements  with better terms than the debenture  that has been cancelled as a
result of withdrawing the registration statement.

     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.

                                       7
<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

     The  following  information  is  given  with  respect  to all  unregistered
securities sold or issued by Rhombic in the period covered by this report:

     (1) On May 22, 2001 1,166,142 restricted shares were issued under the terms
of the debenture for $200,000.  These shares were issued by the Company pursuant
to the request by the Holder for conversion under the terms of the debenture.

     (2) On June 8, 2001, the Company issued  400,000  restricted  shares of its
common  stock to its  patent  legal  counsel  as  payment  in full for  services
pertaining  to patent  applications.  The deemed value of the shares  issued was
$92,000  which was  determined  based upon the  trading  value of the  Company's
common stock at the time of the issuance of the stock and the  agreement.  These
shares  were issued by the Company  pursuant to the  exemption  found in Section
4(2)of the Securities Act of 1933.

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

                                       8
<PAGE>
                                   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


                                      By: /s/ Albert Golusin
                                         ---------------------------
August 13, 2001                          Chief Financial Officer
Date


                                       9