SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 15, 2002
WEBTRONICS, INC.
(Exact name of registrant as specified in its charter)
Florida 65-1106840
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
420 Lexington Avenue
New York, New York 10170
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (212) 672-9190
Item 1. Changes in Control of Registrant.
Stock Purchase Agreement
On March 15, 2002, Webtronics, Inc. and Mr. Kevin Monahan entered into
a Stock Purchase Agreement with Callisto Pharmaceuticals, Inc (the "Stock
Purchase Agreement"). Certain other shareholders of Webtronics, Inc. (who in
the aggregate own approximately 5.2% of the issued and outstanding stock of
Webtronics, Inc.) ("Other Shareholders") entered into separate agreements
(the "Separate Agreements) with Callisto Pharmaceuticals, Inc., pursuant to
which Callisto Pharmaceuticals, Inc. purchased their stock of Webtronics,
Inc. In the aggregate, Callisto Pharmaceuticals, Inc. purchased approximately
99.7% of the issued and outstanding Common Stock of Webtronics, Inc.,
totaling 1,051,336 shares from Mr. Monahan and the Other Shareholders, for an
aggregate purchase price of $400,000. The funds used to purchase such shares
came from Callisto Pharmaceuticals, Inc. working capital.
The parties to the Stock Purchase Agreement:
Webtronics, Inc.
Webtronics, Inc. is a corporation organized under the laws of the state of
Florida on February 2, 2001. Prior to the stock purchase, Webtronics, Inc.
intended to develop a website where individuals could obtain forclosure and
mortgage information. Its annual revenues since its inception totaled, in the
aggregate $0. As reported in Webtronics, Inc.'s Annual Report on Form 10-KSB for
the fiscal year ending December 31, 2001, Webtronics, Inc. had $2,385.00 in
total assets. On December 31, 2001, the total deficit stockholders equity on
such date was ($440). Copies of Webtronics, Inc.'s Annual Report on Form 10-KSB
for the last fiscal year ending December 31, 2001 are available for inspection
and copying at the public reference facilities of the Commission, 450 Fifth
Street, N.W., Washington D.C. 20549 or on the Commission's website at
www.sec.gov and are incorporated by reference herein. Webtronics, Inc. is quoted
on the National Association of Securities Dealers Automated Quotation System
Over the Counter Bulletin Board ("OTCBB") under the symbol WEBR. Neither
Webtronics, Inc., its Directors, Officers, affiliates or beneficial owner of
more than 5% of its common stock is a party to, nor is its property subject to,
any pending legal proceeding.
Callisto Pharmaceuticals, Inc.
Callisto Pharmaceuticals, Inc. is a privately held biotechnology company that
focuses on the development of products for the diagnosis and treatment of
diseases and their immunological complications.
Parties to the Separate Agreements:
Callisto Pharmaceuticals, Inc. (as described above) and certain other
shareholders of Webtronics, Inc. (who in the aggregate own approximately 5.2%
of the issued and outstanding stock of Webtronics, Inc).
Agreement regarding control of the Webtronics, Inc. Board of Directors
The Stock Purchase Agreement between Webtronics, Inc., Mr. Kevin Monahan and
Callisto Pharmaceuticals, Inc. provides that promptly upon compliance with
the requirements of Section 14(f) of the Securities Exchange Act of 1934 and
Rule 14(f)-1 promulgated thereunder, the designees of Callisto
Pharmaceuticals, Inc. shall be appointed to serve on Webtronics Board of
Directors. The effect of the forgoing would be to put designees of Callisto
Pharmaceuticals, Inc. in control of Webtronics, Inc.'s Board of Directors,
without a vote of the stockholders. Rule 14(f)-1 requires the dissemination
of certain information regarding the director designees who will take control
of the Webtronics, Inc. Board of Directors to all Webtronics, Inc.
stockholders ten (10) days prior to their taking office, however, it does not
empower stockholders to vote on such matter. Yanina Wachtfogel will be
Callisto Pharmaceuticals, Inc.'s designee to the Webtronics, Inc. Board of
Directors.
Other than as described in this Item 1, Company knows of no arrangements which
would result in a change of control of Company.
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Exhibit 1: Stock Purchase Agreement between Webtronics, Inc. and Callisto
Pharmaceuticals, Inc. dated March 15, 2002.
Exhibit 2: Form Stock Sale Agreement between Other Shareholders and Callisto
Pharmaceuticals, Inc. dated March 15, 2002.
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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.
WEBTRONICS, INC.
By: /s/ Yanina Wachtfogel
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Yanina Wachtfogel
President
Date: March 19, 2002
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