UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 2003
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended :________________________
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification related to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant: Callisto Pharmaceuticals, Inc.
Former name if applicable:
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Address of principal executive office (street and number): 420 Lexington
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Avenue, Suite 601
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City, state and zip code: New York, New York 10170
PART II
RULE 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense.
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or Form
N-SAR, or portion thereof will be filed on or before
the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or
transition report on Form 10-Q or portion thereof
will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required
by Rule 12b-25(c)has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
The Company recently changed independent accountants and is unable to
complete this filing on a timely basis without unreasonable effort and expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification: Gary S. Jacob, Chief Executive Officer at
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(732) 302-1111
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(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed?
If the answer is no, identify report(s)
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reason why a
reasonable estimate of the results cannot be made.
On April 30, 2003, pursuant to an Agreement and Plan of Merger dated
March 10, 2003, as amended April 4, 2003, Callisto Pharmaceuticals, Inc.
(formerly Webtronics, Inc.) merged in a stock for stock transaction through its
acquisition subsidiaries with Callisto Research Labs, LLC (formerly Callisto
Pharmaceuticals, Inc.) and Synergy Pharmaceuticals, Inc. In connection with this
transaction Callisto Pharmaceuticals, Inc. became the registrant and the prior
years comparative operating results will reflect those of Callisto Research
Labs, LLC (formerly Callisto Pharmaceuticals, Inc.). In addition, Callisto
Pharmaceuticals, Inc. will take a charge on its June 30, 2003 Statement of
Operations of in-process research and development of approximately $6.6 million.
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Callisto Pharmaceuticals, Inc.
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(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 15, 2003 By: /s/ Gary S. Jacob
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Gary S. Jacob,
Chief Executive Officer
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