SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2002
___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 33-63474
WEBTRONICS, INC.
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(Name of small business issuer in its charter)
Florida 65-1106840
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 620, 420 Lexington Avenue,
New York, New York 10170
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 212-672-9190
3858 Coral Tree Circle, #308, Coconut Creek, Florida 33073 (Former
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name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 ____
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The number of shares of stock outstanding at May 14, 2002: 1,054,500 shares of
Common Stock; par value $.0001 per share.
WEBTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2002
(UNAUDITED)
ASSETS
Cash: $ 337
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Total Assets $ 337
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities: $ - 0 -
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Stockholders' Equity:
Common stock, $.0001 par value, authorized 50,000,000
shares, 1,054,500 issued and outstanding 105
Additional paid in capital 2,720
Accumulated deficit (2,488)
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Total Stockholders' Equity 337
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Total Liabilities and Shareholders' Equity $ 337
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See accompanying notes to financial statements
WEBTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
February 2, 2001
January 1, 2002 (Inception)
to March 31, 2002 to March 31, 2002
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Revenue $ - 0 - $ - 0 -
Expenses 2,048 2,488
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Net income (loss) $ (2,048) $ (2,488)
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Net (loss) per weighted
average of shares $ (0.002) $ (0.002)
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Weighted average of shares 1,054,5000 1,054,500
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See accompanying notes to financial statements
WEBTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2002
(UNAUDITED)
February 2, 2001
As of (Inception)
March 31, 2002 to March 31, 2002
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Cash Flows From Operations:
Net income (loss) $ (2,048) $ (2,488)
Net cash provided for operations (2,048) (2,488)
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Cash Flow From Financing Activities:
Issuance of common stock - 0 - 2,825
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Net increase (decrease) in cash (2,048) 337
Cash beginning 2,385 - 0 -
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Cash ending $ 337 $ 337
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See accompanying notes to financial statements
WEBTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Organization and Operations
The Company was organized under the laws of the State of Florida on
February 2, 2001.
The Company is in the development stage. The Company plans to develop a
website where individuals can obtain foreclosure of real estate and
related mortgage information. The Company currently has no operations.
Basis of Accounting
The Company's policy is to prepare its financial statements using the
accrual basis of accounting in accordance with generally accepted
accounting principles. The Company has retained December 31 as its annual
year-end.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Cash and Equivalent
Cash and Cash equivalents include cash and cash in banks. The Company
maintains cash and cash equivalent balances at a financial institution
that is insured by the Federal Deposit Insurance Corporation up to
$100,000. At March 31, 2002, there is no concentration of credit risk from
uninsured bank balances.
NOTE 2 - CAPITAL TRANSACTIONS
The Company on February 12, 2001 issued to its founder 1,000,000
restricted shares of common stock at par value $.0001.
The Company on June 2001 issued to its founder 54,500 restricted shares of
common stock for $.05 per share. The offering was made in reliance upon
exemption from registration provided by regulation D, Rule 504 of the
Securities and Exchange Commission.
WEBTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 2 - CAPITAL TRANSACTIONS (CONTINUED)
On March 15, 2002, certain shareholders entered into a Stock Purchase
Agreement with Callisto Pharmaceuticals, Inc. In agreement, "Callisto"
purchased approximately 99.7% of its issued and outstanding stock. A Form
8-K was filed on March 19, 2002 reporting the change in control of the
registrant. No change to the capital position of the Company occurred due
to this transaction.
NOTE 3 - PUBLIC REGISTRATION
The Company SB-2 registration was accepted by the Securities and Exchange
Commission on September 24, 2001. It is listed on the OTC bulletin board
under the symbol WEBR. Management paid for all expenses of registering the
securities.
NOTE 4 - INCOME TAX
In February 1992, the Financial Standards Board issued Statement of
Financial Accounting Standards 109, "Accounting for Income Taxed." Under
SFAS No. 109, deferred assets and liabilities are recognized for the
estimated future tax consequences between the financial statement carrying
amounts of the existing assets and their respective basis.
Deferred assets and liabilities are measured using enacted tax rates in
effect for the year in which temporary differences are expected to be
recovered or settled. Under SFAS No. 109 the effect on deferred assets and
liabilities of a change in tax rates is recognized in the period that
includes the enactment date.
The Company has a net operating loss carry forward of $2,825 which is
offset by a $2,825 valuation allowance due to the uncertainty surrounding
the ultimate realization of these assets. The loss carryforward expires in
15 years.
PART 1
ITEM 2 - Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
We anticipate that we will meet our cash requirements for the foreseeable future
with current cash and through the financial support of our current shareholders.
However, during the next twelve months, we plan to satisfy our cash requirement
by additional equity financing.
The Company has recently launched a temporary website (www.webtronicsonline.com)
and anticipates internet activity in the near future. Additional website
construction is needed and will include but not limited to indexing with
numerous search engines, addition of mortgage payment calculators, mortgage
amortization calculators and other related mortgage analysis tools. Our plan to
focus on developing and executing our interactive e commerce website that will
offer our visitors a 24 hour access to mortgage and foreclosure information.
The Company plans on contacting mortgage broker, mortgage bankers, and other
lenders to provide referrals to consumers accessing the Company's website.
PART II
ITEM 1 - Legal Proceedings.
None.
ITEM 2 - Changes in Securities and Use of Proceeds.
None.
ITEM 3 - Defaults on Senior Securities.
None.
ITEM 4 - Submission of Matters to a Vote of Security Holders .
None.
ITEM 5 - Other Information.
On March 15, 2002, the Company and Mr. Kevin Monahan entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") with Callisto
Pharmaceuticals, Inc ("Callisto"). Certain other shareholders of the Company
(who in the aggregate own approximately 5.2% of the issued and outstanding stock
of the Company ("Other Shareholders") entered into separate agreements (the
"Separate Agreements") with Callisto, pursuant to which Callisto purchased their
stock of the Company. In the aggregate, Callisto purchased approximately 99.7%
of the issued and outstanding Common Stock of the Company 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 working capital.
The Company believes that the purchase price paid by Callisto for certain
shares of the Company was an arms-length transaction between unaffiliated
entities and was based on (i) the value Callisto placed on the possibility of
entering into some type of business combination with a public vehicle which
might allow Callisto to combine its operations with the Company's access to the
public markets and (ii) if no business combination occurs, the value of being a
significant shareholder of a publicly traded company.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.
A) Exhibits.
None.
B) Reports on Form 8-K.
A report on Form 8-K was filed on March 19, 2002 reporting: Item 1.
Change in Control of Registrant.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
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.
DATED: May 14, 2002 By: /s/ Yanina Wachtfogel
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Yanina Wachtfogel
President and Director