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 September 30, 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
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(Former 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 November 14, 2002: 1,054,500 shares
of Common Stock; par value $.0001 per share.
Transitional Small Business Disclosure Format (check one)
Yes No X
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WEBTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
ASSETS
2002 2001
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Current Assets: (audited)
Cash $ 295 $ 2,385
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Total Assets $ 295 $ 2,385
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Account payable $ -0- $ -0-
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Total Liabilities -0- -0-
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Stockholders' Equity:
Common Stock $.0001 par value, 50,000,000 authorized;
1,054,500 shares issued and outstanding $ 105 $ 105
Additional paid in capital 2,720 2,720
Accumulated Deficit during development stage (2,530) (440)
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Total Stockholders' Equity (deficiency) 295 2,385
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Total Liabilities and Stockholders' Equity $ 295 $ 2,385
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See accompanying notes to financial statements
2
WEBTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
February 2, 2001
Nine months ended (Inception) to
September 30, 2002 September 30, 2001 September 30, 2002
------------------ ------------------ -------------------
Revenue $ -0- $ -0- $ -0-
Expenses 2,090 188 2,530
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Net income (loss) before provision
for income taxes $ (2090) $ (188) $ (2,530)
Provisions for income taxes -0- -0- -0-
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Net income (loss) $ (2,090) $ (188) $ (2,530)
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Net (Loss) per weighted average of shares $ (.002) $ (0.00) $ (.002)
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Weighted average of shares 1,054,500 1,054,500 1,054,500
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See accompanying notes to financial statements
3
WEBTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
February 2, 2001
Three months ended (Inception) to
September 30, 2002 September 30, 2001 September 30, 2002
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Revenue $ -0- $ -0- $ -0-
Expenses 42 188 2,490
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Net income (loss) before provision
for income taxes $ (42) $ (188) $ (2,490)
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Provisions for income taxes (42) (188) (2,490)
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Net income (loss) $ (42) $ (188) $ (2,490)
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Net (Loss) per weighted average of shares $ (.000) $ (0.00) $ (.002)
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Weighted average of shares 1,054,500 1,054,500 1,054,500
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See accompanying notes to financial statements
4
WEBTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the nine For the nine February 2, 2001
months ended months ended (Inception) to
September 30, September 30, September 30,
2002 2001 2002
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Cash Flows from operations:
Net income (loss) $ (90) $ (188) $(2,530)
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Net cash used for operations (90) (188) (2,530)
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Net (decrease) in cash (90) (188) (2,530)
Cash - beginning 2,385 2,825 2,825
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Cash - ending $ 295 $ 2,637 $ 295
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See accompanying notes to financial statements
5
WEBTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Organization and Operations
The Company was incorporated 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 elected December 31 at its
annual year-end.
Interim Financial Information
The condensed unaudited interim financial statements included herein
have been prepared without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. The condensed financial
statements and notes are presented as permitted in regulation SB and do
not contain information included in the Company's annual statements and
notes. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulation, although
the Company believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these
condensed financial statements be read in conjunction with the December
31, 2001 audited financial statements and the accompanying notes
thereto. While management believes the procedures followed in preparing
these condensed financial statements are reasonable, the accuracy of
the amounts are in some respect dependent upon the facts that will
exist, and procedures that will be accomplished by the Company later in
the year.
These condensed unaudited financial statements reflect all adjustments,
including normal recurring adjustments which, in the opinion of
management, are necessary to present fairly the consolidated operations
and cash flows for the periods presented.
6
WEBTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
Organization Costs
The Company has incurred various expenditures in the formation of its
corporate and organizational structure. In accordance with SOP98-5
these costs will be expenses as incurred.
Revenue Recognition
The Company will recognize revenue upon completion of its services to
be rendered or delivery of products to its customers. The Company has
not generated revenues since inception.
Development Stage
The Company is in its development stage. The Company since inception
has not commenced its operations, nor has generated sufficient working
capital to pursue its business objectives. The accumulated deficit
during its development stage is $2,488.
Net Earnings (Losses) Per Share
The Company reports its net earnings (losses) per share in accordance
with SFAS No. 128 "Earnings Per Share". Basic net earnings (losses) per
share is computed by dividing net income (loss) available to common
stockholders by the weighted averaged number of common shares
outstanding.
7
WEBTRONICS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Diluted earnings (losses) per share is computed similar to basic
earnings (losses) per share except that the denominator is increased to
include the number of additional common shares that would have been
outstanding. As of September 30, 2002, there are no outstanding stock
options or stock warrants that would have affected our computation.
NOTE 2 - INCOME TAX
In February 1992, the Financial Standards Board issued Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes." 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.
NOTE 3 - CAPITAL TRANSACTIONS
On March 15, 2002, certain shareholders entered into a Stock Purchase
Agreement with Callisto Pharmaceuticals, Inc. In such 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 4 - 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.
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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.
In order to conserve available cash, the Company has removed its temporary
website. Additional website construction is needed and will include but not be
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.
ITEM 3 - Controls and Procedures.
Within the 90-day period prior to the filing date of this report (the
"Evaluation Date"), the Company's President (who acts as the Company's principal
executive officer and principal financial officer) carried out an evaluation of
the effectiveness of the Company's disclosure controls and procedures (as
defined in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934,
as amended). Based on that evaluation, the President concluded that the
Company's disclosure controls and procedures are adequate and effective. There
have been no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
that evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II
ITEM 1 - Legal Proceedings.
None.
ITEM 2 - Changes in Securities.
None.
ITEM 3 - Defaults Upon Senior Securities.
None.
ITEM 4 - Submission of Matters to a Vote of Security Holders.
None.
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ITEM 5 - Other Information.
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.
A) Exhibits.
Exhibit 99.1 Certification of President.
B) Reports on Form 8-K.
None.
10
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: November 14, 2002 By: /s/ Yanina Wachtfogel
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Yanina Wachtfogel
President and Director
CERTIFICATIONS
I, Yanina Wachtfogel, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Webtronics,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions);
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significant affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date November 14, 2002
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By /s/ Yanina Wachtfogel
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(Signature and Title)