10QSB 1 f070413form10qsb3312007final.htm DEXTERITY 10QSB 03.31.2007 Downloaded By: Chris Hemlock

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UNITED STATES 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 period ended March 31, 2007


[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE EXCHANGE ACT


For the transition period from ____________ to _____________



COMMISSION FILE NUMBER:   0-20532


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DEXTERITY SURGICAL, INC.

 (Exact name of small business issuer as specified in its charter)



DELAWARE

74-2559866

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)


501 South Johnstone, Suite 501, Bartlesville, OK  74003

 (Address of principal executive offices)


(214) 432-8295

(Issuer's Telephone Number)


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 requirement for the past 90 days.  Yes [X]  No [    ]


Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes [X]  No [    ]


Check whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.  

Yes [  X  ]  No [    ]


State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  As of March 1, 2007, the registrant had 25,054,043 shares of common stock, $.001 par value, issued and outstanding.


Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]

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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

DEXTERITY SURGICAL, INC.

Post-Confirmation Debtor

BALANCE SHEETS


   March 31,

December 31,

ASSETS

2007

2006

(Unaudited)

Current Assets:

Cash and cash equivalents

$        -      

$        -      

Accounts receivable, net

-      

-      

Inventories, net

-      

-      

Other current assets

         -      

         -      

Total current assets

-      

-      


Other Assets:

Note receivable

-      

-      

Licensed technology rights, net

-      

-      

Other assets

         -      

         -      

Total other assets

         -      

         -      


Total Assets

$        -      

$        -      




LIABILITIES AND STOCKHOLDERS’ EQUITY


Current Liabilities:

Accounts payable and accrued expenses

$        -      

$        -      

Note payable

         -      

         -      

Total current liabilities

-      

-      


Liabilities Subject to Compromise

-      

-      


Commitments and Contingencies

-      

-      


Stockholders’ Equity:

Common stock, $.001 par value; 100,000,000 shares

authorized; 25,029,800 shares issued and outstanding

25,030

25,030

Additional paid-in capital

(25,030)

(25,030)

Retained earnings

         -      

         -      

Total stockholders’ equity

         -      

         -      


Total Liabilities and Stockholders’ Equity

$        -      

$        -      









See notes to financial statements.



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DEXTERITY SURGICAL, INC.

Post-Confirmation Debtor

STATEMENTS OF OPERATIONS

(Unaudited)



                   Three Months

                 Ended March 31,           

       2007      

       2006       

  (Successor

(Predecessor

   Company)

Company)


Net sales

$          -      

$            -      

Cost of sales

           -      

             -      

Gross profit


Operating Income (Expense):

Selling, general and administrative

7,852

Reimbursement of costs

        (7,852)

             -      

Net other income (expense)

           -      

             -      


Income from Continuing Operations

-      

-      


Discontinued Operations and Reorganization Items:

Income from discontinued operations

-      

176,711

Gain on debt discharge of discontinued operations,

reorganization item

-      

18,055,429

Professional fees on discontinued operations,

reorganization item

           -      

      (101,393)

           -      

  18,130,747


Income before income taxes

-      

18,130,747


Income taxes

           -      

             -      


Net Income

$          -      

$ 18,130,747






Earnings Per Share

Basic and diluted earnings per common share

$          -      

 $          (1.50)


Weighted average shares used in computing basic

and diluted earnings  per common share

25,029,800

  12,121,492






See notes to financial statements.



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DEXTERITY SURGICAL, INC.

Post-Confirmation Debtor

STATEMENTS OF CASH FLOWS

(Unaudited)



  Three Months

  Ended March 31

      2007                   2006      

  (Successor

(Predecessor

   Company)

  Company)


Operating Activities

Net income

$      -      

$  18,130,747

Adjustments to reconcile net income to net cash

provided by operating activities:

Gain from discontinued operations and reorganization items

-      

(17,954,036)

Depreciation and amortization

-      

21,299

Changes in operating assets and liabilities:

Accounts receivable

-      

(15,696)

Inventories

-      

9,384

Other assets

-      

93,169

Accounts payable and accrued liabilities

       -      

        164,362

Net cash provided before reorganization items

-      

449,229

Reorganization items:

Professional fees paid

-      

(41,393)

Payments on liabilities subject to compromise

-      

(39,213)

Note receivable from sale of assets

       -      

         (40,000)

Net cash provided by operating activities

-      

328,623


Financing Activities

Borrowings on note payable

       -      

          50,000

Net cash provided by financing activities

       -      

          50,000


Change in cash and cash equivalents

-      

378,623

Cash and cash equivalents, beginning of period

       -      

        213,452


Cash and Cash Equivalents, End of Period

$      -      

$       592,075


















See notes to financial statements.



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DEXTERITY SURGICAL, INC.

Post-Confirmation Debtor

CONDENSED NOTES TO FINANCIAL STATEMENTS

(Unaudited)


March 31, 2007



NOTE A – PROCEEDINGS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE AND SUBSEQUENT

EVENTS


On April 19, 2004 (“Petition Date”), Dexterity Surgical, Inc. (Dexterity or Company) filed a voluntary petition for reorganization under Chapter 11 of the Federal bankruptcy laws (“Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (“Bankruptcy Court”).  The Company has experienced significant operating losses, has an accumulated deficit, and is in default on most of its significant debt instruments.  The defaults on its debt precipitated the need to seek protection under Chapter 11 in order to reorganize the Company.


Sale of Assets:  On February 24, 2006 , (with an effective date of March 31, 2006), Dexterity entered into an agreement, and the bankruptcy court approved, the sale of substantially all of the assets of the Company, including its inventory, manufacturing equipment, and its licensed technology rights (including all patents) for approximately $2,240,000.  The Company received $17,600 in cash plus a $40,000 note receivable.  The note was subsequently transferred to the Creditor’s Trust.  In addition, the purchaser paid $2,182,400 towards certain debt of the Company.


Acceptance of Reorganization Plan:  In conjunction with the sale of assets, Dexterity’s Plan of Reorganization was confirmed April 13, 2006 with an effective date of March 31, 2006.  Substantially all liabilities subject to compromise were dismissed, thereby being recognized as “gain on debt discharge” in the statement of operations for the three months ended March 31, 2006.  The majority of the remaining accounts payable and accrued expenses at March 31, 2006 are amounts due to the Company’s legal counsel, all of which were paid or otherwise settled during the period ended June 30, 2006.  The Plan also included the following major provisions.  



1.

The Company will increase it authorized capital stock to 100,000,000 by filing a Certificate of Amendment to its Articles of Incorporation and then effect a 1-for-500 reverse split of all issued and outstanding stock.  This was completed July 27, 2006.


2.

The Company will issue 25,000,000 new shares of restricted common stock to an investment banking group (the “Investors”).  The Investors anticipate consummating a merger transaction and have provided $175,000 as a cash infusion for creditors and payment of administrative claims.  Of the $175,000 paid to the Company, $50,000 represents a loan which will be repaid through the issuance of 6,000,000 new common shares and 3,000,000 warrants having an exercise price of $1.00 for five years.  This was completed September 8, 2006.


3.

The Company will issue 29,800 shares of new common stock to certain creditors.  This issuance was completed September 8, 2006.


4.

All current (old) outstanding common shares were consolidated with the 25,000 shares authorized by the Order Confirming.  All preferred shares, and all outstanding stock options and warrants were cancelled.


Upon emergence from bankruptcy and as a result of the Plan of Reorganization, on October 1, 2006, the Company adopted the provisions of Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code,” (SOP 90-7), with respect to “Fresh-Start” accounting.  Changes in accounting principles required under     U. S. generally accepted accounting principles within 12 months of emerging from bankruptcy are required to be adopted at the date of emergence.  Additionally, the Company may choose to make changes in accounting practices and policies at that time.  For all of these reasons, financial statements for periods subsequent to emergence from Chapter 11 may not be comparable with those of prior periods.



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The accompanying financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and satisfaction of liabilities in the ordinary course of business.



NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Bankruptcy Accounting:  As discussed in Note A, for financial reporting purposes, the Company has applied the provisions of SOP 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” and Fresh-Start reporting.  See below.


Fresh-Start Accounting:  As required under the provisions of S.O.P. 90-7 “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (SOP 90-7), the Company is required to apply “Fresh-Start reporting” after emerging from Chapter 11 and after all material conditions precedent to the bankruptcy plan becoming binding are resolved.  Although the Company’s reorganization plan was confirmed on April 13, 2006, certain significant aspects of the Plan (see items 1., 2., 3., and 4. in Note A) were not completed until September 2006.  Accordingly, the Company applied “Fresh-Start reporting” effective October 1, 2006.


Revenue Recognition:  The Company has had no revenues since the acceptance of its Plan of Reorganization by the Bankruptcy Court.



NOTE C – BASIC AND DILUTED EARNINGS PER SHARE


Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.  Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.  At March 31, 2007 and 2006, the Company had no securities (options or warrants) or any other contracts that would be considered dilutive.



NOTE D – DISPUTES, LAWSUITS, AND CONTINGENCIES


The Company was involved in several disputes and lawsuits at the time it filed for protection under the Bankruptcy Code.  These disputes and suits were all settled as part of the bankruptcy proceedings as discussed in Note A.



NOTE E – PREFERRED STOCK


All of the rights of the preferred stockholders were terminated as a result of the plan of reorganization approved by the Bankruptcy court effective March 31, 2006.  See Note A.



NOTE F – FAIR VALUE OF STOCK OPTIONS


The Company has no stock options or warrants as of March 31, 2007.




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ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE LITIGATION REFORM ACT OF 1995. Statements contained in this filing that are not based on historical fact, including without limitation statements containing the words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words, constitute "forward-looking statements". These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. These factors include, among others, the following: general economic and business conditions, both nationally and in the regions in which Dexterity Surgical, Inc. ("we", "Dexterity" or “Company”) operates; technology changes; the competition we face; changes in our business strategy or development plans; the high leverage of Dexterity ; our ability to attract and retain qualified personnel; existing governmental regulations and changes in, or our failure to comply with, governmental regulations; liability and other claims asserted against us; it's our ability or the ability of our third-party suppliers to take corrective action in a timely manner with respect to changing government regulations; and other factors referenced in our filings with the Securities and Exchange Commission.


Significant Events


NOTICE OF FILING OF BANKRUPTCY PETITION AND SALE OF OPERATING ASSETS On April 19, 2004, Dexterity Surgical, Inc. filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas Houston Division (the “Bankruptcy Court”) in order to facilitate the restructuring of the Company’s debt, trade liabilities and other obligations.  The Company is currently operated as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and applicable court orders.  In general, as a debtor-in-possession, the Company was authorized under Chapter 11 to continue to operate as an ongoing business, but not to engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court.


On June 4, 2004, the United States Trustee appointed the Committee of Unsecured Creditors (the “Committee”).


On February 24, 2006, with an effective date of March 31, 2006, Dexterity entered into an agreement, and the bankruptcy court approved, the sale of substantially all of the assets of the Company, including its inventory, manufacturing equipments, and its licensed technology rights (including all patents) . , as part of the orderly wind down of its business, the Company ceased all operations.  The Company received cash plus a note receivable, and the purchases paid monies towards the convertible debentures due to Renaissance Capital Group, Inc.  In conjunction with the sale of assets, Dexterity’s plan of reorganization was confirmed effective March 31, 2006, which Plan contained the following major provisions: An investment banking group will consummate a merger transaction, acquiring controlling shares of the Company’s outstanding equity and providing $175,000 as a cash infusion for the creditors; certain creditors will receive 29,800 common shares; and all liabilities subject to compromise as of March 31, 2006 will be dismissed as of that date.  


Pursuant to Bankruptcy Court Order and by filing a Certificate of Amendment to its Articles of Incorporation, the Company increased its authorized capital stock, par value $.0001, and affected a 1-for-500 reverse split of all issued and outstanding common stock, effective July 27, 2006 (the “Rolled-Back Shares”).    All preferred stock, warrants and options were previously cancelled by operation of the Bankruptcy Court Order.  The Board of Directors, by resolution, have determined that in order to keep an orderly market, the Rolled-Back Shares remaining after the reverse split shall continue on the books and records of the Company such that the 25,000 New Shares set forth in the Order Confirming will be nullified as a setoff and credit pari passu against the accounts of the Rolled-Back Shares.  Therefore, the Rolled-Back Shares will continue on the books and records as issued and outstanding shares of the Company.


Pursuant to the Bankruptcy Court Order, on September 8, 2006, the Company issued new common stock: 25,000,000 new shares of restricted common stock to investors, and 29,800 common shares to certain creditors.


The Board of Directors, by resolution, determined that in order to keep an orderly market, the Rolled-Back Shares remaining after the reverse split shall continue on the books and records of the Company such that the 25,000 New Shares set forth in the Order Confirming will be nullified as a setoff and credit pari passu against the accounts of the Rolled-Back Shares.  Therefore, the Rolled-Back Shares will continue on the books and records as issued and outstanding shares of the Company.


The Company has had no operations, other than certain limited administrative duties, since the acceptance of the Plan of Reorganization.



7


Description of Business.


CERTAIN DISCUSSIONS WHICH FOLLOW REGARDING THE DESCRIPTION OF BUSINESS REFER TO THE OPERATING BUSINESS PRIOR TO BEING DISCONTINUED DUE TO THE BANKRUPTCY AND SUBSEQUENT SALE OF COMPANY’S OPERATIONAL ASSETS EFFECTIVE MARCH 31, 2006.


We were incorporated on December 23, 1988 as a Delaware corporation and commenced operations on January 1, 1989. In August 1992, we completed our initial public offering of common stock, which is currently traded on the OTC Bulletin Board. Our executive offices are located at 5444 Westheimer Road, Suite 1685, Houston, Texas 77056, and our telephone number is (713) 622-0516. The business that we were engaged in during such times as we had operations was the distribution of instruments, equipment and surgical supplies used in hand-assisted laparoscopic surgery (“HALS”) through an exclusive distribution agreement with Weck Closure Systems, LLC (“WCS”).


HALS is a hybrid between open and laparoscopic surgery during which the surgeon inserts one hand into the abdominal cavity during laparoscopic surgery. By having his or her hand in the abdomen when performing laparoscopic surgery, the surgeon has tactile feedback, rapid finger dissection, enhanced retraction capabilities and simplified homeostasis.


All of the Company’s revenue generating activities have been discontinued.  As of the date of filing of this report, the Company has no operations and intends to locate and combine with an existing, privately-held company that is profitable or which, in management's view, has growth potential, irrespective of the industry in which it is engaged.  However, the Company does not intend to combine with a private company, which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation.


Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue.  Should the Company incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as incurred.


Equipment and Employees: Since disposing of its operations and returning its equipment, real estate and other assets to its creditors, Company has had no operations and owns no equipment.  The Company’s only employee is its President.


Governmental Regulation and Legal Uncertainties


The Company is currently subject to various laws and regulations relating to its business, including those of the Bankruptcy Code.  The Company must adhere to the Orders of the Bankruptcy Court and any Plan of Reorganization.


If the Company were alleged to violate federal, state or foreign civil or criminal laws, even if these claims could be successfully defended, the Company could be materially adversely affected.


Critical Accounting Policies and Estimates


Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to property and equipment, stock based compensation, income taxes and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



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Results of Operations


All of the operations of the Company were discontinued effective March 31, 2006, and have been reported as such in the Statement of Operations.  The Company has generated no revenues since that date.


Immediately prior to the confirmation of the Plan of Reorganization, the Company sold substantially all of its assets, including inventory, manufacturing equipment, and its licensed technology rights (including patents).


Income Taxes


The Company’s tax net operating loss is estimated at $140,000, limited to $7,000 per year as a result of the discharge of debt and the change in ownership limitations as required under Internal Revenue Code Section 382.


Disclosure About Market Risk


We manage many risks in the normal course of business. However, we consider interest rate risk to be one of the most significant market risks that could materially impact our financial position and results of operations. The movements in interest rates affect the value of capitalized mortgage servicing rights, the mortgage inventory held for sale, volume of loan production and total net interest income earned.


Liquidity and Capital Resources


Dexterity is currently operating as a Post-Confirmation Debtor, and is pursuing the opportunity to locate a suitable merger candidate.  There are no assurances that this strategy will be successful


Cautionary Statements


We continue to be subject to certain factors that could cause our results to differ materially from expected and historical results. You should carefully review the risks described in this Quarterly Report.


ITEM 3

CONTROLS AND PROCEDURES


(a)

Evaluation of disclosure controls and procedures.  As of the end of the period covered by this report, management including our principal executive officer and principal financial officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures.  Based upon, and as of the date of that evaluation, our principal executive officer and principal financial officer concluded that, our disclosure controls and procedures effectively provided reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms.


(b)

Changes in internal controls.   The Company did not have the financial resources to retain our outside accounting firm to review our internal controls over financial reporting during the quarter ended March 31, 2006.  Management does not believe that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.




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PART II - OTHER INFORMATION


ITEM 1

LEGAL PROCEEDINGS


The Company is currently operating as a Post-Confirmation Debtor, and is not aware of any legal proceedings to which it is a party.


ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


Not applicable.


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


Exhibit 31.1

Certification of CEO/CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


Exhibit 32.1

Certification of CEO/CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


* * * * *



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SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



DEXTERITY SURGICAL, INC.

Registrant


Date: April 13, 2007

By:

/s/ Randall K. Boatright

                                                                            ______________________________________

Randall K. Boatright, Chief Executive Officer and

Chief Financial Officer




In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


              Signature                                                            Title                                           Date


/s/ Randall K. Boatright

____________________

Randall K. Boatright

Chief Executive Officer,                   April 13, 2007

Chief Financial Officer,

Director






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