Sutura, Inc. – ‘DEF 14C’ for 6/24/05

On:  Thursday, 6/23/05, at 7:14pm ET   ·   As of:  6/24/05   ·   Effective:  6/24/05   ·   For:  6/24/05   ·   Accession #:  1019687-5-1713   ·   File #:  0-25548

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Proxy Information Statement               179    947K 

Document Table of Contents

DEF 14C
1st Page of 179
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

Check the appropriate box:

 | | PRELIMINARY INFORMATION STATEMENT

|_| Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))

|X| DEFINITIVE INFORMATION STATEMENT

TECHNOLOGY VISIONS GROUP, INC.
------------------------------

(Name of Registrant as Specified in its Charter)

 PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX)

|_| No fee required.

 | | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

      1)   Title of each class of securities to which transaction applies:
Common Stock, $0.001 par value per share.           

   2)   Aggregate number of securities to which transaction applies:
         147,746,648 shares of Common Stock. The number is adjusted to
            reflect the 12-for-1 reverse stock split which will be effective
          as of the effective time of the merger and the issuance of the
merger shares.                                      

       3)   Per unit price or other underlying value of transaction computed
             pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
          the filing fee is calculated and state how it was determined):
              $1.86. The price is adjusted to reflect the 12-for-1 reverse stock
         split which will be effective as of the effective time of the
merger and the issuance of the merger shares.       

         4)   Proposed maximum aggregate value of transaction: $186,160,776. The
        value of the transaction is adjusted to reflect the 12-for-1
           reverse stock split which will be effective as of the effective
     time of the merger and the issuance of the merger shares.

5)   Total fee paid: $21,911.12                               

-1- 

DEF 14C
2nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 2nd
|X|  Fee paid previously with preliminary materials.  

        |_|  Check box if any part of the fee is offset as provided by
                  Exchange Act Rule 0-11(a)(2) and identify the filing for which
                 the offsetting fee was paid previously. Identify the previous
           filing by registration statement number, or the Form or
Schedule and the date of its filing.        

1) Amount Previously Paid:                  

    2) Form, Schedule or Registration Statement No.:

3) Filing Party:                            

4) Date Filed:                              

                                                        [Enlarge/Download Table]

                                    CALCULATION OF FILING FEE                                       

                                    AGGREGATE       PRICE PER                                       
                                    NUMBER OF       SHARE OF                                        
                                   SECURITIES      SECURITIES TO                                    
                                    TO WHICH          WHICH           AGGREGATE                     
     TITLE OF EACH CLASS OF        TRANSACTION     TRANSACTION    PROPOSED VALUE OF     AMOUNT OF   
   SECURITIES TO BE REGISTERED       APPLIES       APPLIES (1)     TRANSACTION (2)     FILING FEE   
====================================================================================================
                                                                                                    
Common Stock                        147,746,648      $ 1.86         $186,160,776      $21,911.12    
----------------------------------------------------------------------------------------------------
      Total                         147,746,648      $ 1.86         $186,160,776      $21,911.12    
====================================================================================================

1.       Estimated solely for the purpose of calculating the filing fee pursuant
         to Exchange Act Rule 0-11 as of the close of the market on December 29,
       2004, based upon the average of the high and low sale prices for that
   date, which was $.105. The price has been adjusted to reflect the
12-for-1 reverse stock split which will be effective as of the
     effective time of the merger and the issuance of the common shares.
2.       Estimated solely for the purpose of calculating the registration fee   
    pursuant to Exchange Act Rule 0-11. The price has been adjusted to
        reflect the 12-for-1 reverse stock split which will be effective as of
         the effective time of the merger and the issuance of the common shares.
See footnote 1 above.                                         

-2- 

DEF 14C
3rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 3rd
 TECHNOLGY VISIONS GROUP, INC.
17080 NEWHOPE STREET
 FOUNTAIN VALLEY, CALIFORNIA 92708

 June 27, 2005

To our stockholders:                                          

        Enclosed please find an Information Statement providing information to
you regarding certain corporate actions taken by the Board of Directors and the 
majority stockholders of Technology Visions Group, Inc. These actions include   
the following:                                                                  

     o        Approval of the merger of our Company with Sutura, Inc., a
                  Delaware corporation, which will involve the issuance by us of
           approximately 154,331,000 shares of common stock of our
       Company to the stockholders of Sutura, Inc. and the
                  reservation for issuance of approximately 99,990,000 shares of
            common stock of our Company to persons presently holding
                 rights to convert debt or to exercise options or warrants for
shares of common stock of Sutura, Inc.; and 

        o        Approval of amendments to our Certificate of Incorporation to
             effect a 12-for-1 reverse stock split and to increase the
        number of authorized shares of our common stock from
100,000,000 to 500,000,000.                 

       The majority stockholders and Board of Directors have also authorized
our officers to fix the record date for the reverse stock split and to execute  
documents and take other action as is necessary to effect the authorized        
actions.                                                                        

         The written consent of the majority stockholders assures that the above
actions will occur without your vote. Your vote is not required to approve any  
of these actions, and the enclosed Information Statement is not a request for   
your vote or a proxy statement. This Information Statement is being provided    
only to inform you of the actions that have been taken.                         

                           Very truly yours,

                                        Technology Visions Group, Inc.

                               By:/S/ James B. Lahey
                                  ------------------
                                             President and Chairman of the Board

 WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY. 
---   

-3- 

DEF 14C
4th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 4th
 INFORMATION STATEMENT
OF
 TECHNOLGY VISIONS GROUP, INC.
  17080 NEWHOPE STREET
   FOUNTAIN VALLEY, CALIFORNIA 92708

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
 REQUESTED NOT TO SEND US A PROXY.
 ---

      This Information Statement is first being furnished on or about June
27, 2005 to the holders of record as of the close of business on December 29,   
2004 (the "Record Date") of the common stock and preferred stock of Technology  
Visions Group, Inc. (referred to in this Information Statement as "we", "us",   
"our", the "Company" or "TVGR").                                                

   On November 19, 2004 and December 20, 2004 our Board of Directors
approved, and on December 29, 2004 the holders of a majority of our outstanding 
common stock consented in writing to, the actions described in this Information 
Statement. These actions are being taken in connection with a proposed merger of
our Company with Sutura, Inc., a Delaware corporation ("Sutura"). Together, such
approval and consent constitutes the approval and consent of the requisite      
number of shares of outstanding capital stock required under Delaware General   
Corporation Law and our Certificate of Incorporation and bylaws to approve the  
actions described in this Information Statement. Accordingly, the actions will  
not be submitted to our remaining stockholders for a vote. This Information     
Statement is being furnished to stockholders to provide them with certain       
information concerning the actions in accordance with the requirements of the   
Securities Exchange Act of 1934 and the regulations promulgated thereunder,     
including Regulation 14C.                                                       

The date of the Information Statement is June 24, 2005.   

We will pay all costs associated with the distribution of this
Information Statement, including the costs of printing and mailing. We will     
reimburse brokerage firms and other custodians, nominees and fiduciaries for    
reasonable expenses incurred by them in sending this Information Statement to   
the beneficial owners of our common stock.                                      

         We will only deliver one Information Statement to multiple stockholders
sharing an address unless we have received contrary instructions from one or    
more of the stockholders. We will promptly deliver a separate copy of this      
Information Statement to a stockholder at a shared address to which a single    
copy of the document was delivered upon oral or written request to:             

TECHNOLOGY VISIONS GROUP, INC.
 Attn: President
17080 NEWHOPE STREET
 FOUNTAIN VALLEY, CALIFORNIA 92708

 Telephone No.: (714) 427-0388

        Stockholders may also address future requests for separate delivery of
Information Statements and/or annual reports by contacting us at the address    
listed above.                                                                   

-4- 

DEF 14C
5th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 5th
NOTICE TO STOCKHOLDERS OF ACTIONS APPROVED

   The actions described in this Information Statement were taken on
November 19, 2004 and December 20, 2004 by the unanimous consent of our Board of
Directors and on December 29, 2004 by the consent of the holders of a majority  
of our outstanding common stock. In addition, the Board of Directors and the    
majority stockholders authorized our officers to take ministerial actions       
necessary to effect the actions described in this Information Statement. A copy 
of the resolutions approved by the majority stockholders is attached to this    
Information Statement as Attachment 1.                                          

 SUMMARY TERM SHEET FOR MERGER

       All of the actions taken by the majority stockholders have been taken
to permit or facilitate the merger of our Company with Sutura. The basic terms  
of the merger are described below. For a more complete description of the terms 
of the merger, see the information in the section captioned "Action 1--Approval 
of Merger--Terms of the Merger" below. ALL DESCRIPTIONS OF THE MERGER ARE       
QUALIFIED BY REFERENCE TO THE MERGER AGREEMENT ATTACHED TO THIS INFORMATION     
STATEMENT AS ATTACHMENT 2.                                                      

        Under the terms of the merger, Sutura will be merged with and into us,
and we will be the surviving corporation. In connection with the merger:        

o        We will effect a twelve-for-1 reverse stock split;   

         o        Substantially all of our debt held by our officers will either
              be discharged or converted into no more than approximately
                  26,000,000 shares of our common stock immediately prior to the
             merger becoming effective (before taking into account the
                reverse stock split)assuming the merger is consummated on or
               before June 30, 2005. Such debt represents salary which has
           accrued but not been paid for several years and certain
indebtedness that dates back as far as 1996;

   o        Each outstanding share of common stock of Sutura will be
     cancelled and converted into the right to receive
              approximately 20.952 shares of common stock of TVGR, which
              will result in substantial dilution to the stockholders of
           TVGR so that they will own only approximately 5% of the
      outstanding common stock of TVGR in the aggregate;

        o        Each outstanding option, warrant or right to purchase a share
                  of common stock of Sutura will automatically be converted into
                an option, warrant or right to purchase approximately 20.952
shares of common stock of TVGR;             

  o        The business conducted by TVGR prior to the merger will
                continue to be conducted as a separate line of business in a
            wholly owned subsidiary of the surviving company and the
                business of Sutura will be conducted as the primary business
  of the surviving company following the merger;

o        TVGR's name will be changed to "Sutura, Inc." upon   
consummation of the merger;                 

        o        Members of the management of Sutura will become directors and
            officers of TVGR, our existing officers will continue as
               officers of the new subsidiary in the operation of the TVGR
line of business ; and                      

        o        Current TVGR management will receive no cash consideration as
                  a result of the merger; however TVGR's Chief Executive Officer
          and TVGR's Chief Operating Officer will enter into new
                  employment agreements in connection with the merger, the terms
        of which are described elsewhere in this Information
             Statement, and certain indebtedness owing to them will be
           converted into common stock. In connection with the new
                  employment agreements, Mr. Lahey and Mr. Giansiracusa will not
           receive cash under such employment agreements, but will
                  receive in lieu of cash common stock valued at an aggregate of
                  $450,000 representing an annual salary to each of $150,000 and
                a retention bonus of $75,000. All such common shares will be
                issued immediately prior to the closing of the Merger at the
            rate of $.05 per share but will be subject to vesting in
               twelve equal monthly installments, after the closing of the
                Merger, assuming their employment continues. Accordingly, at

-5- 

DEF 14C
6th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 6th
               the closing, each of Mr. Lahey and Mr. Giansiracusa, TVGR's
                current Chief Executive Officer and Chief Operating Officer,
                 will receive an aggregate of 9,000,000 shares of common stock
                  (or, 4,500,000 each), which shares shall be included in the 5%
               post-merger ownership of TVGR outstanding immediately after
           the closing of the Merger, under the terms of their new
          employment agreements. The terms of the new employment
               agreements with Mr. Lahey and Mr. Giansiracusa do not grant
                  any other shares of Common Stock or options to purchase common
                  stock to either person. However, each may be granted awards of
                 stock or options at the discretion of the board of directors.

        The merger will result in a change of control of TVGR and the existing
shareholders of TVGR (including its current officers) will own an aggregate of  
5% of the outstanding shares of common stock of TVGR immediately following the  
merger. As a result of the change of control, each of Mr. James B. Lahey, TVGR's
Chief Executive Officer, and Mr. James A. Giansiracusa, TVGR's Chief Operating  
Officer, will enter into a new employment agreements immediately prior to the   
merger which will be transferred to and assumed by the subsidiary conducting the
TVGR line of business after the merger. TVGR's financing agreement with Fusion  
Capital Fund II, LLC will terminate; and TVGR's will not operate in an          
independent facility but will operate in Sutura's existing facility as a        
wholly-owned subsidiary. TVGR's lease will be terminated and its current        
facility will be closed down.                                                   

INTERESTS OF CERTAIN PERSONS IN THE MERGER

 Mr. Anthony Nobles, Mr. Egbert Ratering and Mr. John Crew, M.D.
comprise the current board of directors of Sutura, and each will become members 
of the board of directors of the combined company following the merger.         
Additionally, Mr. Nobles and Mr. Ratering are employed as executive officers of 
Sutura. Upon consummation of the merger, Mr. Nobles will be employed as the     
Chairman of the Board, President and Chief Executive Officer of the combined    
company and Mr.Ratering will be employed as the Chief Financial Officer and     
Senior Vice President of the combined company. The existing employment          
agreements between Sutura and each of Mr. Nobles and Mr. Ratering will be       
assumed by the combined company and continue in accordance with their respective
terms. For a discussion of the terms of Mr. Nobles' employment agreement, see   
"About Sutura, Inc., - Sutura Management - Nobles Employment Agreement." For a  
discussion of the terms of Mr. Ratering's employment agreement, see "About      
Sutura, Inc. - Sutura Management - Ratering Employment Agreement." Prior to     
commencement of negotiations of the merger agreement, neither Sutura, nor, to   
Sutura's knowledge, any of its executive officers, directors or controlling     
person's had any prior discussions concerning a proposed merger transaction or  
were party to any material agreement, arrangement, understanding or relationship
with TVGR or its executive officers, directors or controlling persons.          

        In connection with the Merger, accrued but unpaid salary owing to each
of Mr. Lahey and Mr. Giansiracusa has been, or will be, converted into common   
stock of TVGR. As of December 29, 2004, accrued but unpaid salary in the amount 
of $548,512 owing to Mr. Lahey was converted into 7,412,319 shares of common    
stock, and accrued by unpaid salary in the amount of $548,512 owing to Mr.      
Giansiracusa was converted into 7,412,319 shares of common stock. Simultaneously
with the closing of the merger, assuming the merger is closed on or before June 
30, 2005, we anticipate that approximately $925,028 of accrued salary and debt  
owning to Mr. Lahey will be converted into 12,500,378 shares of common stock,   
and $230,665 of accrued salary and debt owning to Mr. Giansiracusa will be      
converted into 3,117,095 shares of common stock. The conversion rate for the    
foregoing issuances is $0.074 per share, which reflects the average of the      
trading price of our common stock for the period November 23, 2004 to December  
7, 2004. In addition, in connection with the Merger, options to purchase common 
stock of TVGR held by Mr. Lahey and Mr. Giansiracusa will be exercised on a net 
basis immediately prior to the merger closing, resulting in the issuance of     
180,000 shares of common stock to Mr. Lahey and 180,000 shares of common stock  
to Mr. Giansiracusa, assuming a market value of the common stock of $0.08 per   
share and an exercise price of $0.05 per share.                                 

-6- 

DEF 14C
7th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 7th
         In addition, each of Mr. Lahey and Mr. Giansiracusa will enter into new
employment agreements in connection with the Merger. They will not receive cash 
under such employment agreements, but will receive in lieu of cash Common Stock 
valued at an aggregate of $450,000 representing an annual salary to each of     
$150,000 and a retention bonus of $75,000. All such common shares will be issued
at the closing of the Merger at the rate of $.05 per share but will be subject  
to vesting in twelve equal monthly installments, after the closing of the       
Merger, assuming their employment continues. Accordingly, in connection with the
merger, each of Mr. Lahey and Mr. Giansiracusa, TVGR's current Chief Executive  
Officer and Chief Operating Officer, will receive an aggregate of 9,000,000     
shares of common stock (or, 4,500,000 each), which shares shall be included in  
the 5% post-merger ownership of TVGR outstanding immediately after the closing  
of the Merger, under the terms of their new employment agreements. The terms of 
the new employment agreements with Mr. Lahey and Mr. Giansiracusa do not grant  
any other shares of common stock or options to purchase Common Stock to either  
person. However, each may be granted awards of stock or options at the          
discretion of the board of directors. They will each receive an additional      
4,500,000 shares of common stock subject to vesting under their new employment  
agreements. The foregoing numbers do not reflect the reverse stock split.       

         All of the shares acquired or to be acquired as set forth above will be
included in the 5% ownership of the TVGR shareholders immediately following the 
Merger. The foregoing share numbers do not reflect the twelve for one reverse   
stock split which is a condition to the closing of the Merger, described under  
Action 2 in this Information Statement.                                         

         Immediately following the effectiveness of the reverse stock split, Mr.
Lahey will own 2,546,736 shares of Common Stock, of the fully diluted           
capitalization of the Company, and Mr. Giansiracusa will own 1,787,534 shares of
Common Stock, of the fully diluted capitalization of the Company. Immediately   
following the Merger (and the reverse stock split), Mr. Lahey will own 2,546,736
shares of Common Stock, or 1.10% of the fully diluted capitalization of the     
Company - reflecting the twelve for one reverse stock split, and Mr.            
Giansiracusa will own 1,787,534 shares of Common Stock, or .77% of the fully    
diluted capitalization of the Company - reflecting the twelve for one reverse   
stock split. Up to an aggregate of 750,000 shares (on a post-split basis) are   
subject to vesting under the new employment agreements after the closing.       
Assuming all such shares are earned and vested Mr. Lahey will own 2,546,736     
shares of common stock and Mr. Giansiracusa will own 1,787,534 shares of common 
stock following the merger and the reverse stock split.                         

RECENT DEVELOPMENTS THAT MAY EFFECT THE MERGER

      TVGR has learned that on February 16, 2005, Milleniun Holding Group,
Inc. had filed a complaint against Sutura and Fusion Capital alleging, among    
other things, that Sutura conspired with Fusion Capital to breach the implied   
covenant of good faith and fair dealing in connection with the termination of   
its relationship with Millenium. Millenium and Sutura had been parties to a     
merger agreement that was never consummated. Sutura believes the claims         
referenced by Millenium in its complaint are without merit and intends to       
vigorously defend itself against all such allegations. TVGR's management has    
determined that notwithstanding this recent development, TVGR will proceed with 
the merger transaction as contemplated, but will reserve its right to review the
developments in the litigation in connection with the closing of the merger and 
consider its rights as applicable at the time designated for closing.           

The agreement relating to the merger contains representations,
warranties and conditions customary for transactions of this nature. In the     
event that any of the conditions to the merger are not satisfied, the merger may
not be consummated. Neither TVGR nor Sutura can provide any assurances that the 
merger will ultimately be consummated.                                          

-7- 

DEF 14C
8th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 8th
 INFORMATION ABOUT THE VOTING RIGHTS OF OUR STOCKHOLDERS
 AND INFORMATION REGARDING THE CONSENTING STOCKHOLDERS

        As of the Record Date, we had 99,999,999 shares of common stock issued
and outstanding and no shares of preferred stock issued or outstanding. Each    
share of common stock is entitled to one vote. Pursuant to our bylaws and the   
Delaware General Corporation Law, the approval of the actions described below   
requires the written consent of a majority of the shares entitled to vote on the
action with respect to the amendments to our Certificate of Incorporation to    
effect the stock split and increase our authorized capital, and (ii) a majority 
of the shares entitled to vote on the action with respect to approving the      
merger. As a result, written consents representing at least 50,000,001 votes in 
favor of the merger are required to approve the merger and the amendments to our
Certificate of Incorporation, as described in Actions 1 and 2 below. References 
to "we", "our", the "Company" or "us" refers to Technology Visions Group, Inc.  

     The consenting holders are collectively entitled to cast 51,882,947
votes of our common stock representing 51.7% of the voting power of the Company.
For a description of the beneficial ownership of our 5% or greater shareholders 
and our officers and directors, please see the table entitled "Beneficial       
Ownership of Certain Beneficial Owners and Management" on page 58 of this       
Information Statement. The consenting holders constitute a majority of the      
outstanding common stock. The consenting stockholders consented to the actions  
described herein in a written consent dated December 29, 2004. The names of the 
consenting stockholders, their affiliations with us, and their beneficial       
holdings are as follows:                                                        

                                                        [Enlarge/Download Table]
                                                COMMON STOCK VOTES                                                      

----------------------------- ----------------- --------------- ---------- --------------- --------------- -----------  
                                                                              SHARES                                    
                                                                           BENEFICIALLY                                 
                                                                              OWNED                                     
                                                                             PRIOR TO                                   
                                                    SHARES      PERCENTAGE  THE REVERSE      SHARES        PERCENTAGE   
                                                 BENEFICIALLY   OF CLASS    STOCK SPLIT    BENEFICIALLY     OF CLASS    
                                                  HELD BEFORE   BEFORE      (PRIOR TO       OWNED AFTER    AFTER THE    
              NAME               AFFILIATION       MERGER(1)    MERGER (1)  THE MERGER)(7)  THE MERGER (8)  MERGER (9)  
----------------------------- ----------------- --------------- ---------- --------------- --------------- -----------  
                                                                                                                        
James B. Lahey                   President,       13,380,452(3)    13.4%    30,560,830(11)    2,546,736        1.10%    
                              Chairman of the                                                                           
                              Board, Director                                                                           
----------------------------- ----------------- --------------- ---------- --------------- --------------- -----------  
James A. Giansiracusa         Chief Operating     13,653,307(5)    13.7%    21,450,402(11)    1,787,533         .77%    
                                  Officer,                                                                              
                                 Secretary,                                                                             
                                  Director                                                                              
----------------------------- ----------------- --------------- ---------- --------------- --------------- -----------  
Fusion Capital Fund II , LLC       None            6,605,354        6.6%     6,605,354          550,446          *      
----------------------------- ----------------- --------------- ---------- --------------- --------------- -----------  
William N. Whelen                 Director           650,000         *         650,000           54,167          *      
----------------------------- ----------------- --------------- ---------- --------------- --------------- -----------  
Steven V. Prewett              Former Director       600,000         *       2,220,946(12)      185,078          *      
----------------------------- ----------------- --------------- ---------- --------------- --------------- -----------  
R.P. Brittingham Family                                                                                                 
Limited Partnership                 None           6,302,292(2)     6.3%    14,013,062(10)    1,167,755         .53%(10)
----------------------------- ----------------- --------------- ---------- --------------- --------------- -----------  
O.G. Sansome                        None           5,134,143(6)     5.1%     5,134,143          427,845          *      
----------------------------- ----------------- --------------- ---------- --------------- --------------- -----------  
Al Sehn                             None             500,000         *         500,000           41,667          *      
----------------------------- ----------------- --------------- ---------- --------------- --------------- -----------  
Richard Weed                      None (4)         1,350,000        1.4%     1,350,000          112,500          *      
----------------------------- ----------------- --------------- ---------- --------------- --------------- -----------  
David Reese                         None           3,707,399        3.7%     3,707,399          308,950          *      
                                                ------------                                                            
----------------------------- ----------------- --------------- ---------- --------------- --------------- -----------  
   Total                                          51,882,947        52%     86,192,135        7,182,678        3.14%    
----------------------------- ----------------- --------------- ---------- --------------- --------------- -----------  

* Indicates less than 1%.                                                       
-8- 

DEF 14C
9th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 9th
1.       Does not reflect the proposed reverse stock split of 
                  twelve-to-one that is a part of Action 2 and will be effective
                only upon the filing of the amendments to our Certificate of
Incorporation.                              
         2.       Includes 1,000,000 shares held by R.P. Brittingham Fam Limited
            and 5,302,292 shares held by the R.P. Brittingham Family
           Partnership, of which Ms. Ruth P. Brittingham serves as
            general partner and over which she exercises sole voting
          control and for which she claims beneficial ownership.
        3.       Includes 13,380,452 shares held personally by Mr. Lahey. Does
                 not include unexercised options to purchase 300,000 shares of
common stock.                               
        4.       Mr. Weed is a member of Weed Co, TVGR's former legal counsel.
5.       Includes 13,653,307 shares held personally by Mr.    
                  Giansiracusa. Does not include unexercised options to purchase
300,000 shares of common stock.             
     6.       Includes 375,451 shares held personally by Mr. Sansone and
                 4,718,133 shares held in the Van and Colleen Family Trust, of
         which Mr. Sansone serves as Trustee and over which he
               exercises voting control and for which he claims beneficial
ownership.                                  
7.       Does not reflect the proposed reverse stock split of 
                  twelve-to-one that is a part of Action 2 and will be effective
                only upon the filing of the amendments to our Certificate of
               Incorporation and prior to the effectiveness of the Merger.
     8.       Reflects the proposed reverse stock split of twelve-to-one
                  that is a part of Action 2 and will be effective only upon the
                 filing of the amendments to our Certificate of Incorporation.
     9.       Reflects the proposed reverse stock split of twelve-to-one
                  that is a part of Action 2 and will be effective only upon the
                 filing of the amendments to our Certificate of Incorporation.
             Reflects the fully diluted capitalization of the proposed
               combined companies following the Merger and the issuance of
 the merger shares to the Sutura shareholders.
        10.      Upon the closing of the Merger, TVGR is obligated to issue an
       additional 7,710,770 shares of Common Stock to R.P.
           Brittingham Fam Limited in connection with a settlement
       agreement between TVGR and Brittingham Fam Limited.
         11.      In connection with the Merger, accrued but unpaid salary owing
               to each of Mr. Lahey and Mr. Giansiracusa has been, or will
               be, converted into common stock of TVGR. As of December 29,
             2004, accrued but unpaid salary in the amount of $548,512
             owing to Mr. Lahey was converted into 7,412,319 shares of
               common stock, and accrued by unpaid salary in the amount of
         $548,512 owing to Mr. Giansiracusa was converted into
             7,412,319 shares of common stock. Simultaneously with the
              closing of the merger, assuming the merger is closed on or
          before June 30, 2005, we anticipate that approximately
                $925,028 of accrued salary and debt owning to Mr. Lahey will
            be converted into 12,500,378 shares of common stock, and
                  $230,665 of accrued salary and debt owning to Mr. Giansiracusa
                will be converted into 3,117,095 shares of common stock. The
             conversion rate for the foregoing issuances is $0.074 per
                 share, which reflects the average of the trading price of our
                common stock for the period November 23, 2004 to December 7,
                2004. In addition, in connection with the Merger, options to
           purchase common stock of TVGR held by Mr. Lahey and Mr.
             Giansiracusa will be exercised on a net basis immediately
             prior to the merger closing, resulting in the issuance of
                  180,000 shares of common stock to Mr. Lahey and 180,000 shares
                of common stock to Mr. Giansiracusa, assuming a market value
                of the common stock of $0.08 per share and an exercise price
of $0.05 per share.                         

-9- 

DEF 14C
10th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 10th
                  In addition, each of Mr. Lahey and Mr. Giansiracusa will enter
                 into new employment agreements in connection with the Merger.
                They will not receive cash under such employment agreements,
              but will receive in lieu of cash Common Stock valued at an
                  aggregate of $450,000 representing an annual salary to each of
              $150,000 and a retention bonus of $75,000. All such common
                  shares will be issued at the closing of the Merger at the rate
              of $.05 per share but will be subject to vesting in twelve
                equal monthly installments, after the closing of the Merger,
            assuming their employment continues. Accordingly, at the
           closing, each of Mr. Lahey and Mr. Giansiracusa, TVGR's
                current Chief Executive Officer and Chief Operating Officer,
                 will receive an aggregate of 9,000,000 shares of common stock
                  (or, 4,500,000 each), which shares shall be included in the 5%
               post-merger ownership of TVGR outstanding immediately after
           the closing of the Merger, under the terms of their new
          employment agreements. The terms of the new employment
               agreements with Mr. Lahey and Mr. Giansiracusa do not grant
                  any other shares of Common Stock or options to purchase Common
                  Stock to either person. However, each may be granted awards of
                 stock or options at the discretion of the board of directors.

              Immediately prior to the reverse stock split (and prior to
               the merger), Mr. Lahey will own 30,560,830 shares of Common
                 Stock, representing 1.10% of the fully diluted capitalization
            of the Company, and Mr. Giansiracusa will own 21,450,402
                  shares of Common Stock, representing .78% of the fully diluted
               capitalization of the Company. The foregoing numbers do not
             reflect the twelve for one reverse stock split which is a
                  condition to the closing of the Merger, described under Action
          2 in this Information Statement. Up to an aggregate of
                  9,000,000 shares (on a pre-split basis) are subject to vesting
          under the new employment agreements after the closing.

    12.      In connection with the Merger, 1,620,946 shares of Common
              Stock will be issued to Mr. Prewett in lieu of accrued but
               unpaid salary. The conversion rate for this amount is $.074
                per share. Immediately prior to effectiveness of the reverse
               stock split and the closing of the Merger, Mr. Prewett will
                own 2,220,946 shares of Common Stock. After giving effect to
                the reverse stock split, Mr. Prewett will own 185,078 shares
                 of common stock. Mr. Prewett is a former officer and director
of TVGR.                                    

    In connection with the above table, shareholders owning a total of
51,882,947 voted in favor of the Merger, including 27,033,759 shares held by Mr.
Giansiracusa and Mr. Lahey on the date of the vote, and 650,000 shares held by  
Mr. Whelen, totaling 27,683,759 shares. Mr. Whelan, Mr. Lahey and Mr.           
Giansiracusa are all "affiliates" of the Company. At the time of the vote, there
were 99,999,999 shares of common stock issued and outstanding of which          
27,683,759 shares were held by affiliates and 72,316,240 were held by           
non-affiliates of TVGR. Immediately prior to the Merger, the affiliates will own
in the aggregate 52,661,232 shares of common stock (including shares to be      
issued at the closing) and the non-affiliates of TVGR will own 85,270,156 shares
of common stock. Subsequent to the reverse stock split, the affiliates will own 
4,388,436 shares of common stock (including shares to be issued at the closing) 
and the non-affiliates will own 7,105,846 shares of Common Stock. Subsequent to 
the closing of the Merger and the issuance of the merger consideration to the   
Sutura stockholders, and assuming the fully-diluted post merger capitalization  
of the Company, the affiliates will own 1.91% of the Company following the      
Merger.                                                                         

ACTIONS AT THE TIME OF THE MERGER                                               

     Assuming all other conditions to the Merger are either satisfied or
waived, we anticipate that, TVGR will file the Amendments to the Certificate of 
Incorporation (as described under Action 2 of this Information Statement)       
whereupon (i) the reverse stock split will become effective; and (ii) the       
authorized capitalization shall be increased. Immediately thereafter, all shares
of common stock issuable at the closing, including the merger consideration     
issuable to the Sutura stockholders, will be issued, the name of the company    
shall be changed to "Sutura" and the Merger shall be closed and effective. No   
such actions will be taken until a minimum of 20 days following the mailing of  
this Information Statement to the stockholders of TVGR.                         

-10-

DEF 14C
11th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 11th
ACTION 1--APPROVAL OF MERGER

  TVGR's Board of Directors has approved the acquisition of Sutura
through a merger directly with Sutura (the "Merger"). The Merger provides that  
Sutura will be merged with and into our Company, and we will be the surviving   
Company in the Merger. The holders of a majority of our outstanding common      
stock have approved the Merger, which will involve the issuance of              
approximately 154,330,000 shares of common stock of our Company to the          
stockholders of Sutura, Inc. and the reservation for issuance of approximately  
99,990,000 shares of common stock of our Company to persons presently holding   
rights to convert debt or to exercise options or warrants for shares of common  
stock of Sutura, Inc., as consideration in the Merger.                          

BUSINESS OF THE COMBINED COMPANY

       Following the Merger of TVGR and Sutura, the business of the combined
company will consist of both TVGR's business operations and Sutura's business   
operations. See "About Technology Visions Group, Inc." and "About Sutura, Inc." 
for a more detailed description of each company's business. The combined company
will operate TVGR's business as a separate line of business, in a wholly owned  
subsidiary, and intends to continue efforts to commercialize TVGR's Polymer     
Encapsulation Technology and GMENT treatment and stabilization systems. In      
anticipation of the proposed merger and in an effort to reduce pre-merger       
expenses by taking advantage of Sutura's existing support personnel and         
infrastructure, TVGR is in the process of relocating its business operations to 
Sutura's facilities in Fountain Valley, California. Following the Merger, TVGR's
business will be conducted at Sutura's facility in Fountain Valley, California. 
Mr. James A. Giansiracusa, TVGR's current Chief Operating Officer, and Mr. James
B. Lahey, TVGR's current President and Chairman of the Board, will remain active
in the business following the Merger and will enter into new employment         
agreements that retain Mr. Lahey as President, and Mr. Giansiracusa as a Vice   
President of the TVGR subsidiary and line of business following the Merger. Mr. 
Lahey and Mr. Giansiracusa following the Merger will continue to focus on the   
business of TVGR and will work with Sutura's management with respect to the     
initiatives of the combined company.                                            

The combined company will also operate Sutura's medical device
business, including the expanded launch of Sutura's Superstitch(R) products in  
the U.S. and Europe, which will be the primary business of the combined company.
Sutura's medical device business will continue to be conducted from Sutura's    
offices in Fountain Valley, California. Mr. Anthony Nobles, Mr. Egbert Ratering 
and Dr. John Crew, each current directors of Sutura, will become members of the 
board of directors of the combined company following the Merger. Additionally,  
upon consummation of the Merger, Mr. Nobles will become the President and Chief 
Executive Officer of the combined company and Mr. Ratering will become the Chief
Financial Officer and Executive Vice President of the combined company.         

   Although the specific technological areas of interest of TVGR and
Sutura are distinct, both companies' technologies are based on sophisticated    
engineering principles and rigid compliance standards that require strict       
performance parameters and governmental regulatory compliance. The regulatory   
and quality assurance standards of the industries in which TVGR and Sutura each 
operate are extensive. Both companies must address regulatory and quality issues
in similar ways. In this regard, the combined company can utilize the strengths 
of the Sutura's Quality Assurance and Compliance in-house staff, lessening the  
expensive and time consuming outsourcing of such resources by TVGR. TVGR        
operates under its current mandate as an applied research and development       
company and technology portal that employs and/or retains independent engineers,
research consultants, research institutes, universities and other consultants as
needed to analyze, develop, and commercialize innovative next generation        
technologies. Sutura currently employs full time engineers and scientists who   
can contribute to advancing the TVGR technology lessening reliance on           
outsourcing in the area of research and development.                            

       In addition, both companies are rooted in science and discovery. TVGR
is currently evaluating a new radioactive waste treatment technology and Sutura 
is examining improved and/or updated versions of medical devices. Both          
companies' have exchanged and can continue to exchange ideas relating to each   
other's inventions and technologies. We believe there is a synergy created by   
the understanding and exchange of intellectual capital and engineering ideas    
between our scientifically based companies, notwithstanding that TVGR and Sutura
are in different industries. We believe combining the companies will provide an 
enhanced environment that increases the probability of intellectual discovery   
within each company's discipline.                                               

-11-

DEF 14C
12th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 12th
     We believe that the synergy of engineering and regulatory expertise
will compliment and overlap to provide a "combined" company with a stronger and 
more effective and skilled business effort. Technically TVGR requires certain   
testing to be performed on its products. This testing is to insure compliance   
with one or more federal or state agencies. These examinations produce          
performance results relating to compressive strength, heat generation, hydraulic
conductivity, leaching potential, viscosity and material durability. Currently, 
this testing is performed at laboratories located at either the University of   
Akron or other outside independent laboratories. Sutura's highly technical ISO  
compliant laboratory, clean rooms, and in-house engineering support offers TVGR 
a facility that already possesses some of the capabilities needed by TVGR for   
development, testing and evaluation of TVGR products. The use of the Sutura     
facility and the appropriate laboratory personnel will reduce costs associated  
with TVGR's offsite support which could enhance TVGR's prospects and ability to 
operate going forward.                                                          

        TVRG's management brings to Sutura years of experience in dealing with
the issues associated with a small public developmental stage technology        
company. TVGR is also very familiar with infrastructure resource requirements   
and policies for compliance with Securities and Exchange Commission procedures  
and regulations, in-house financial compliance and internal and external audit  
procedures, an understanding of stockholder relations, public disclosure        
requirements, annual and periodic Securities and Exchange Commission filings and
OTC BB requirements. We believe that the availability of seasoned, public       
company management to Sutura will bring more efficient and cost effective       
operations to the combined entity and to Sutura's specific business operations. 

        The business conducted by each of Sutura and TVGR will be conducted by
the combined company as two distinct separate lines of business following the   
Merger. Each line of business will continue to pursue its marketing efforts and 
strategy as in existence prior to the Merger, subject to commercial             
reasonableness and sufficient funding to support such operations.               

BACKGROUND OF THE MERGER

      During the years 2003 and 2004, TVGR was introduced to two potential
merger partners. TVGR initially approached each of these parties upon learning  
of their general interest in exploring a transaction. Several meetings were held
with each such potential candidate to review and analyze prospective            
combinations, financial operations and related matters. The mutual examinations 
with each such partner did not reveal satisfactory outcomes and as such, the    
discussions were terminated. Our management and board of directors determined   
not to continue discussions with those parties. Our experience shows that in    
general, larger companies in the environmental remediation industry tend not to 
acquire smaller development companies. In light of the foregoing, and in light  
of our increasingly severe financial distress, we determined to continue to     
pursue merger partners with all potential candidates, but few came to our       
attention or were willing to engage with us. We were also aware that a merger   
provided a suitable alternative to the costs of raising capital and expanding   
our business on a stand alone basis with respect to meeting stockholder         
expectations.                                                                   

   TVGR was made aware of Sutura's interest in merging with a public
company through its existing relationship with Fusion Capital. Fusion Capital   
has an existing agreement with TVGR to purchase up to $6.0 million of TVGR's    
common stock, subject to certain exceptions, and has expressed an interest in   
entering into a financing relationship with the combined company. TVGR and      
Sutura have had discussions with various financing sources, including Fusion    
Capital, regarding obtaining financing for the combined company's operations    
following the Merger. Fusion Capital has not received and will not receive any  
consideration for introducing TVGR to Sutura or in connection with the Merger.  

     Following preliminary discussions with representatives of Sutura in
September 2004, including meetings at Sutura's principal offices where we talked
in detail about Sutura's operations, history, capital structure and business    
prospects and the possibility of discussing a combination of our companies, we  
presented an initial draft of a Merger proposal to Sutura on October 16, 2004.  
In November we undertook a mutual due diligence exploration, and further        
discussed terms for a Merger. We signed the definitive Merger Agreement on      
November 22, 2004. During the course of these meetings, and during the period of
mid-September through the signing of the Merger Agreement, our board of         
directors periodically discussed the prospects of a Merger with Sutura, as well 
as the prospects of continuing operations as a stand-alone business. We         
determined after each meeting of our directors to continue with our discussions 
with Sutura and ultimately determined to proceed to structure a combination of  
the two companies. Our reasons for our Merger with Sutura are set forth below   
under "Reasons for the Merger - TVGR." Sutura's reasons for the Merger as set   
forth below under "Reasons for the Merger - Sutura."                            

-12-

DEF 14C
13th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 13th
 REASONS FOR THE MERGER-TVGR

     For the past several years, TVGR has sought unsuccessfully to raise
capital necessary to fund its operations. TVGR's revenue growth has been        
substantially limited by its available funding and human resources. In October  
of 2004, TVGR was introduced to Sutura by Fusion Capital.                       

       TVGR's Board of Directors determined after significant evaluation and
due diligence, that the terms of the proposed Merger are fair and equitable,    
advisable and are in the best interest of TVGR and its shareholders.            

    In proposing this Merger, TVGR's Board of Directors has thoroughly
discussed the Merger Agreement with its management as well as with its legal    
counsel and accountants and considered a variety of factors impacting favorably 
toward a Merger including those listed below. The Board did not engage any other
financial advisors and did not obtain any reports, opinions or appraisals from  
any outside professionals or experts. The Company consulted only with its       
attorneys and accountants in structuring and negotiating the Merger with Sutura.

        AVAILABILITY OF ALTERNATIVE SOURCES OF FUNDING. TVGR'S operations have
been funded predominately by financing contributed by current management        
stockholders. We have had very limited success in attracting other sources of   
financing on terms acceptable to the Board of Directors. The TVGR board believes
that the Merger will provide increased opportunities for financing of its       
operations.                                                                     

    We believe the Merger with Sutura will provide TVGR with increased
opportunities for new funding. In connection with the Merger, we propose to     
undertake a reverse stock split and increase our capitalization - both of which 
we believe will allow significant funding opportunities for the combined        
companies. We also believe that Sutura's growth and introduction of its products
will help attract funding for the combined companies. We have been unable, on a 
stand alone basis, to attract funding or allocate the resources necessary to    
undertake the expansion of our business or enhance our presence in the          
investment community. We believe that the combined company will be in a position
to allocate funds to TVGR's continuing operations and increase TVGR's exposure  
to potential sources of capital.                                                

         OTHER CONSIDERATIONS OF THE BOARD OF DIRECTORS. The board discussed the
potential dilution to the existing TVGR shareholders in connection with the     
Merger. Our board determined that the dilution, while not optimal, was          
preferable to terminating operations altogether, which would have been the      
inevitable, if not imminent, outcome in the absence of funding or an acquisition
scenario. Our board also considered the fact that substantially all the         
indebtedness of the company will need to be discharged, including the accrued   
but unpaid salaries of the officers of the company. Our board determined to     
discharge the salary debt by converting it into shares of common stock of the   
company as fair compensation to the officers who served TVGR in the absence of  
cash compensation for all of 2004. The shares of common stock issued and        
issuable to the officers will be subject to the same dilution as the other,     
non-affiliate holders of TVGR common stock will experience in the Merger.       

     EXPECTED BENEFITS OF THE MERGER. The combination of TVGR and Sutura
will result in several strategic benefits. Together the combined company expects
to be capable of providing the increased funding and human resources necessary  
to expand the presence of TVGR's products at new and existing environmental site
locations in the United States. Sutura will also provide TVGR with an existing  
medical device business. See the section entitled "About Sutura, Inc." TVGR also
anticipates that the transaction will result in certain synergistic             
opportunities resulting from, among other things, facility consolidations,      
sourcing opportunities and administrative efficiencies.                         

-13-

DEF 14C
14th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 14th
        In addition to the benefits described above, TVGR's Board of Directors
also considered the following factors in the course of its deliberations:       

       o        The financial performance and condition, business operations
          and prospects of each of TVGR, Sutura and the combined
                  company. As described elsewhere in this Information Statement,
                 TVGR has no prospects to continue as a stand-alone enterprise
                for the foreseeable future, has depleted its capital, has no
           prospects for raising new capital, and has little or no
          prospects for generating revenues in the near term. In
                addition, our Board considered the fact that our independent
         auditors have included in their audit reports for our
                  financial statements for the years ended 2002, 2003 and 2004 a
               qualification that they express substantial doubt about the
               Company's ability to continue as a going concern. Our Board
               determined that a combination with Sutura would provide the
                 prospects for revenues, access to capital and funding for the
               continued operations of the TVGR business. See "Reasons for
the Merger - TVGR" above.                   

o        TVGR's need for funding to support revenue growth.   

   o        The structure of the transaction and terms of the Merger
               Agreement. See the section entitled "The Merger Agreement".
                 Our Board considered the fact that under the Merger Agreement
             the TVGR shareholders would suffer considerable dilution.
              However, our Board considered the overall prospects of the
      Company on a stand-alone basis and determined that
                 participating in the potential growth of Sutura, coupled with
                 the opportunities the Merger would bring for the Company, was
             in the best interests of the TVGR shareholders. Our Board
           determined that the combined business and the resulting
                 capitalization fairly reflect the current value and realistic
                  prospects of TVGR and represents a potential increase in value
                 to our shareholders that could not be realized in the absence
of the Merger.                              

         o        The relative market capitalization of both TVGR and Sutura and
                the expected capital structure of the combined company after
            the Merger. Our Board considered the overall post-Merger
            capitalization and the relative value of the outstanding
                  shares of TVGR in determining to proceed with the transaction.
                 Our Board determined that notwithstanding the dilutive nature
              of the Merger, the value of the outstanding shares of TVGR
                  would be immediately increased as a result of the transaction.
                  Our Board determined that the Merger represents an opportunity
               to increase shareholder value whereas continuing on a stand
                  alone basis would likely have resulted in the complete erasure
of any existing value.                      

      o        Economic and intangible aspects of a Merger for our company
              and its stockholders. Our Board considered the history and
                prospects of Sutura and determined that its growth potential
                  and potential for access to investment capital supported their
             revenue models and projections. From an economic point of
             view, our Board determined that Sutura would be a viable,
              operating entity with prospects for significant growth and
                  increasing valuation. Our Board also determined that access to
              the public markets and liquidity would further enhance the
               economic value of Sutura going forward. With respect to the
               intangible aspects of the Merger, our Board determined that
                  the resources in terms of personnel, leadership and facilities
              would enhance TVGR's operations. Our Board also determined
                 that Sutura's presence in the combined company would energize
                  and enthuse our projects, and or shareholders' general view of
our company and stock performance.          

       o        Possible stock market reaction to the transaction. Our Board
                determined that the Merger with Sutura would bring immediate
               value to the shareholders by increasing the market price of
                 the stock and the overall valuation of the company. Our board
                determined that the Merger combined with the issuance of new
                  shares and the prospect of a post-Merger financing, would also
                promote trading volume, which in turn enhances the liquidity
                  and value of the stock held by the existing TVGR shareholders.

       o        The challenges inherent in the combination of two businesses
             and the possible diversion of management attention for an
extended period of time.                    

-14-

DEF 14C
15th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 15th
  o        The risk of not capturing all the anticipated synergies
               between TVGR and Sutura and the risk that other anticipated
benefits might not be realized.             

o        TVGR's uneven historical revenue performance.        

       o        The lengthy approval process in the testing and evolution of
                 TVGR's technologies for use at U.S Department of Energy (DOE)
sites.                                      

o        The competitive nature of TVGR's marketplace.        

     o        TVGR's limited knowledge of the medical device market. Our
              Board conducted in depth due diligence with respect to the
          leadership of Sutura, its performance based on its own
               business plans and projects and its overall growth to date.
                  TVGR also considered the fact that Sutura has successfully and
                recently raised significant capital and the fact that Sutura
                agreed that securing additional capital would be a condition
            to closing the Merger. As such, while our Board does not
          possess any particular expertise in the medical device
               industry, we do believe the Board was capable of evaluating
                 Sutura's management, prospects and general market conditions.

      After consideration of these factors and others not mentioned above,
TVGR's Board of Directors determined that the risks were significantly          
outweighed by the potential benefits of the Merger.                             

     This discussion of the information and factors considered by TVGR's
Board of Directors includes all of the material positive and negative factors   
considered by TVGR's Board of Directors, but it is not intended to be exhaustive
and may not include all the factors considered. TVGR's Board of Directors did   
not quantify or assign any relative or specific weights to the various factors  
that it considered in reaching its determination that the Merger Agreement and  
the Merger are advisable and fair to and in the best interests of TVGR and its  
stockholders. Rather, TVGR's Board of Directors viewed its position and         
recommendation as being based on the totality of the information presented to   
and factors considered by it. In addition, individual members of TVGR's Board of
Directors may have given differing weights to different factors in reaching its 
decisions.                                                                      

      After careful consideration, the TVGR Board of Directors unanimously
approved the Merger Agreement and the Merger.                                   

 REASONS FOR THE MERGER-SUTURA

        Following careful evaluation and analysis of the TVGR Merger proposal,
Sutura's board of directors has determined that the terms of the Merger are     
advisable and fair to and in the best interest of Sutura and its stockholders.  

        In reaching its conclusion, Sutura's board of directors consulted with
Sutura's management, as well as with its legal counsel and accountants, and     
considered a variety of factors weighing favorably towards the Merger,          
including the factors listed below.                                             

     AVAILABILITY OF ALTERNATIVE SOURCES OF FUNDING. Sutura's operations
have been funded by ongoing financing contributed by current stockholders, and  
it has had limited success attracting other sources of financing on terms       
acceptable to the board of directors. The Sutura board believes that the Merger 
will provide increased opportunities for financing of its operations,           
without the significant dilution to current stockholders that would be expected 
in connection with more conventional financing, if those were to become         
available in the future.                                                        

     EXPECTED BENEFITS OF THE MERGER. The combination of Sutura and TVGR
will result in several strategic benefits. Together the combined company expects
to be able to rapidly expand the presence of Sutura's products in the United    
States and European medical device markets. Sutura also anticipates that the    
transaction will result in certain synergistic opportunities resulting from,    
among other things, facility consolidations, sourcing opportunities and         
administrative efficiencies.                                                    

-15-

DEF 14C
16th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 16th
In addition to the benefits described above, Sutura's board of
directors also considered the following factors in the course of its            
deliberations:                                                                  

       o        The financial performance and condition, business operations
          and prospects of each of Sutura, TVGR and the combined
company.                                    

   o        The structure of the transaction and terms of the Merger
               agreement. See the section entitled "The Merger Agreement".

        o        The relative market capitalization of Sutura and the expected
               capital structure of the combined company after the Merger.

o        Possible stock market reaction to the transaction.   

       o        The challenges inherent in the combination of two businesses
             and the possible diversion of management attention for an
extended period of time.                    

  o        The risk of not capturing all the anticipated synergies
               between Sutura and TVGR and the risk that other anticipated
benefits might not be realized;             

o        TVGR's uneven historical revenue performance;        

o        The unpredictable nature of medical device sales;    

o        The competitive nature of Sutura's marketplace;      

   After consideration of these factors, Sutura's board of directors
determined that the risks were significantly outweighed by the potential        
benefits of the Merger.                                                         

       This discussion of the information and factors considered by Sutura's
board of directors includes all of the material positive and negative factors   
considered by Sutura's board of directors, but it is not intended to be         
exhaustive and may not include all the factors considered. Sutura's board of    
directors did not quantify or assign any relative or specific weights to the    
various factors that it considered in reaching its determination that the Merger
agreement and the Merger are advisable and fair to and in the best interests of 
Sutura and its stockholders. Rather, Sutura's board of directors viewed its     
position and recommendation as being based on the totality of the information   
presented to and factors considered by it. In addition, individual members of   
Sutura's board of directors may have given differing weights to different       
factors. It should he noted that this explanation of the reasoning of Sutura's  
board of directors and certain information presented in this section is         
forward-looking in nature and, therefore, that information should be read in    
light of the factors discussed in the section entitled "Cautionary Statement    
Regarding Forwarding-Looking Statements" in this Information Statement.         

Recommendation of the Board                                   

        After careful consideration, the Sutura board of directors unanimously
approved the Merger Agreement and the Merger. For the factors considered by the 
Sutura board of directors in reaching its decision to approve the Merger        
agreement and the Merger, see the section entitled "Sutura's Reasons for the    
Merger."                                                                        

-16-

DEF 14C
17th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 17th
Form of Merger                                                

    Subject to the terms and conditions of the Merger Agreement and in
accordance with Delaware law, at the effective time of the Merger, Sutura will  
be merged with and into TVGR and TVGR shall continue as the surviving           
corporation operating under the name of Sutura, Inc. The assets and operations  
of TVGR will be placed into a wholly owned subsidiary of the surviving company  
and will be operated as a separate line of business. Immediately following the  
Merger, the original stockholders of TVGR shall hold in the aggregate five      
percent (5%) of the common stock of the surviving corporation, and the          
stockholders of Sutura shall hold in the aggregate ninety-five percent (95%) of 
the common stock of the surviving corporation on a fully diluted basis.         

Effective Time of the Merger                                  

        The Merger will become effective upon the filing of the certificate of
Merger with the Secretary of State of the State of Delaware or at such later    
time as agreed upon by Sutura and TVGR and as specified in the certificate of   
Merger. The filing of the articles of Merger will occur as soon as practicable  
after satisfaction or waiver of the conditions to completion of the Merger set  
forth in the Merger Agreement.                                                  

Officers and Directors Following the Merger                   

  Upon completion of the Merger, the directors and officers of the
surviving corporation shall be as follows:                                      

Anthony A. Nobles - Chairman/ President/ CEO and a Director   

        Egbert Ratering - Chief Financial Officer, Senior Vice President and a
Director                                                      

John Crew, M.D. - Director                                    

Robert Hill - Vice President Operations                       

      Ben Brosch - Vice President Engineering and Research and Development

James A. Giansiracusa - Vice President, TVGR subsidiary       

James B. Lahey - President, TVGR subsidiary                   

Consideration                                                 

      For a description of the consideration to be received in the Merger,
see the section entitled "The Merger Agreement - Merger Consideration".         

Certificate of Incorporation and Bylaws                       

       The certificate of incorporation of the surviving corporation will be
amended and restated to change its name to Sutura, Inc. The bylaws of the       
surviving corporation shall be amended and restated to read exactly as the      
bylaws of Sutura read immediately prior to the Merger.                          

Tax-Free Reorganization                                       

         The Merger is intended to qualify as a tax-free reorganization for U.S.
federal income tax purposes.                                                    

-17-

DEF 14C
18th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 18th
Dissenting Stockholders                                       

       Under Delaware law, TVGR stockholders who oppose the Merger Agreement
and the Merger have certain appraisal rights. See the section entitled          
"Appraisal Rights".                                                             

THE MERGER AGREEMENT

      The following summarizes material provisions of the Merger Agreement
that is attached as Attachment 2 to this Information Statement and is           
incorporated by reference herein. The rights and obligations of the parties are 
governed by the express terms and conditions of the Merger Agreement and not by 
this summary or any other information contained in this Information Statement.  
You are urged to read the Merger Agreement carefully and in its entirety as well
as this Information Statement before making any decisions regarding the Merger. 

General                                                       

        Pursuant to the Merger Agreement, the following will occur: (i) Sutura
will be merged with and into TVGR, (ii) the separate existence of Sutura shall  
cease, and (iii) TVGR shall continue as the surviving corporation operating     
under the name of Sutura, Inc. The assets and operations of TVGR will be placed 
into a wholly owned subsidiary of the surviving company and operated as a       
separate line of business.                                                      

Closing Matters                                               

     CLOSING. The closing of the transactions contemplated by the Merger
Agreement shall take place as soon as practicable after the satisfaction or     
waiver (subject to applicable law) of the conditions set forth in the Merger    
agreement and described under the section of this Information Statement         
"Conditions to Completion of the Merger ".                                      

         COMPLETION OF THE MERGER. As soon as practicable after the satisfaction
or waiver of the conditions to the Merger, the Merger will be effected by the   
filing of a certificate of Merger with the Secretary of State of the State of   
Delaware, as provided under Chapter 92A of the Delaware Law and the filing of   
all other documents required under applicable state laws to cause a consummation
of the Merger. The Merger will become effective upon the filing of the          
certificate of Merger or at such later time as the parties agree and specify in 
the certificate of Merger.                                                      

Conversion of Shares                                          

     Upon the effective time of the Merger, the shares of Sutura's stock
issued and outstanding immediately prior to the Merger, will, by virtue of the  
Merger and without any action on the part of TVGR, Sutura or any stockholder    
thereof, be cancelled or terminated and shall be converted into and exchanged   
for the right to receive the Merger consideration, as calculated pursuant to the
Merger Agreement and described in some detail in the section of this Information
Statement entitled "Merger Consideration." Promptly following the effective time
of the Merger, the Sutura stockholders will surrender any certificates          
representing any shares of Sutura stock in exchange for payment of the Merger   
consideration.                                                                  

Merger Consideration                                          

    The number of shares of TVGR common stock into which each share of
Sutura stock may be converted into and exchanged for shall be calculated        
pursuant to the following ratio:                                                

A  =  (B/.05)/C WHERE,    

       "A" means the number of shares of TVGR common stock to be received in
exchange for each share of Sutura stock.                                        

       "B" means that number of issued and outstanding shares of TVGR common
stock as calculated immediately prior to the closing of the Merger, on a fully  
diluted as converted basis, assuming conversion, exercise and/or exchange of all
securities or other rights to acquire TVGR common stock, plus an amount of      
shares equal to the quotient determined by dividing (i) any amounts loaned or   
advanced to TVGR by Sutura pre merger (up to $175,000) by (ii) $0.05.           

-18-

DEF 14C
19th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 19th
        "C" means that number of issued and outstanding shares of Sutura stock
as calculated immediately prior to the closing of the Merger, on a fully        
diluted as converted basis, assuming conversion, exercise and/or exchange of all
of Sutura's convertible securities or other rights to acquire Sutura stock, (but
specifically excluding any assumption of conversion or exercise of any          
securities issued by Sutura in connection with the Whitebox loan transaction).  

       Pursuant to the terms of the ratio described above, the consideration
to be received by the stockholders of Sutura is based upon the outstanding      
capitalization of TVGR immediately prior to the Merger. The capitalization of   
TVGR immediately prior to the Merger will consist of approximately 11,494,000   
shares of common stock, which are to account for five percent (5%) of the total 
capitalization of the combined company (excluding any shares to be issued to    
Whitebox upon conversion of notes payable or exercise of its warrants). As a    
result, upon consummation of the Merger each share of Sutura common stock will  
be cancelled and entitle the holder thereof to receive approximately 20.952     
shares of common stock of TVGR and each outstanding warrant, option or        
other right to acquire a share of Sutura common stock shall then entitle the    
holder thereof to acquire approximately 20.952 shares of TVGR common            
stock.                                                                          

DISSENTING STOCKHOLDERS                                       

   Holders of TVGR common stock are entitled to exercise dissenter's
rights under Delaware Law in connection with the Merger. These rights are set   
forth in further detail under the section of this Information Statement entitled
"Appraisal Rights". Shares held by any dissenting stockholder will be converted 
into the right to receive such consideration as may be determined to be due with
respect to such shares pursuant to Section 262 of the Delaware Law, a copy of   
which is attached hereto as Attachment 5.                                       

FRACTIONAL SHARES                                             

        No fractional shares of TVGR common stock will be issued in the Merger
and no certificates or script therefore, or other evidence of ownership         
therefore, will be issued as part of the Merger consideration. Instead, TVGR    
shall round up fractional shares to the next whole number (after aggregating all
Merger consideration due to such stockholder).                                  

CONVERSION OF RIGHTS                                          

        Any rights to purchase shares of Sutura common stock pursuant to stock
options or stock appreciation rights outstanding as of the effective time of the
Merger and all other warrants or other rights to purchase shares of Sutura's    
stock will be converted into and become rights with respect to TVGR common      
stock. Furthermore, TVGR will assume any rights to purchase shares of Sutura    
stock described above in accordance with the terms of any stock option plan or  
other agreement or arrangement pertaining to such rights.                       

REPRESENTATIONS AND WARRANTIES                                

        The Merger Agreement contains substantially reciprocal representations
and warranties, many of which are qualified by materiality, made by each party  
to the other, to be effective as of the date of signing of the Merger Agreement 
and as of the date of the closing of the Merger. The primary representations    
and warranties made by the parties are as follows:                              

     ORGANIZATION. Each party is duly organized, validly existing and in
good standing under the laws of the State of Delaware, with full corporate power
and authority to conduct its respective business as it is being conducted. Each 
party, and each of its subsidiaries, has the necessary power to own its         
properties and assets and to carry on its business as it is being conducted and 
is duly qualified and licensed to do business in each foreign jurisdiction where
it conducts business or has assets.                                             

      AUTHORITY. Each party has all requisite power and authority to enter
into and perform under the Merger Agreement, and the execution and delivery of  
the Merger Agreement by each party has been duly authorized by all necessary    
corporate action.                                                               

       NO CONSENTS. No consents, approvals, orders, waivers or authorization
of any third party or governmental entity is required in connection with the    
Merger except any consents, approvals or orders (a) required under applicable   
securities laws; (b) expressly listed on the parties' disclosure schedules; (c) 
required by the United States Federal Trade Commission or the Antitrust Division
of the Department of Justice pursuant to the Hart-Scott-Rodino Act; and (d) any 
others that would not have a material adverse effect.                           

-19-

DEF 14C
20th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 20th
     NO CONFLICTS. The execution and performance of the Merger Agreement
will not cause either party to be in breach of its respective Certificate of    
Incorporation, Bylaws or any contract binding upon it and will not conflict with
or violate any applicable law, rule or regulation.                              

     CAPITAL STRUCTURE. Sutura's authorized capital stock consists of 15
million shares of which 10 million are common ($0.001 par value; 7,013,757 are  
outstanding) and 5 million are preferred ($0.001 par value; 352,160 designated  
as Series A, all of which are outstanding).                                     

         TVGR's authorized capital stock consists of 102 million shares of which
100 million are common ($0.001 par value; 99,999,999 outstanding) and 2 million 
are preferred ($0.001 par value; 1 million designated as Series A Preferred; no 
shares of Series A Preferred outstanding). Immediately prior to the closing of  
the Merger and prior to the issuance of the Merger consideration to the Sutura  
holders, the authorized capital of TVGR will consist of 500,000,000 shares of   
common stock of which approximately 11,500,000 will be issued and outstanding.  
Immediately following the issuance of the Merger consideration, there will be   
approximately 154,330,000 shares of common stock outstanding and approximately  
99,990,000 shares of common stock of our Company will be reserved for issuance  
to persons presently holding rights to convert debt or to exercise options or   
warrants for shares of common stock of Sutura, Inc.                             

         All the outstanding shares of each party's stock are, or will be on the
closing of the Merger, duly authorized, validly issued, fully paid and          
nonassessable and not subject to any preemptive rights.                         

     FINANCIAL STATEMENTS. The audited portion of each party's financial
statements were prepared in accordance with GAAP and present fairly in all      
material respects the financial position, assets and liabilities of such party. 

   LITIGATION. There are no claims, disputes, actions or proceedings
pending against or involving Sutura or any of its subsidiaries before any court,
agency, authority, arbitration panel and none have been threatened.             

       ABSENCE OF BUSINESS CHANGES. Each party has conducted its business in
the ordinary course since December 31, 2003. Further, neither party has done any
of the following: paid dividends or any other distributions on its equity       
securities, effected an increase in the compensation paid to its employees, made
loans to any of its officers or directors; or entered into any transactions     
involving amounts in excess of $50,000 in each case or $200,000 in the          
aggregate.                                                                      

   MISCELLANEOUS. The parties further represented and warranted with
respect to the following topics:                                                

o        No undisclosed liabilities or obligations;           

o        Tax matters;                                         

o        Compliance with laws;                                

o        Environmental matters;                               

o        Employment matters;                                  

o        Brokers and finders;                                 

o        Books and records; and                               

o        Financial reports and regulatory documents.          

         In addition, each of the parties provided the other with the following:
(i) lists of the party's subsidiaries (Schedule 4.1, 5.15); (ii) lists of all of
the holders of outstanding convertible securities of each party (Schedule 4.6,  
5.7); (iii) lists of all equity securities held by each party (Schedule 4.7,    
5.7); (iv) lists of all real property owned by the parties (Schedule 4.11,      
5.11); (v) lists of all contracts to which either party is a party (Schedule    
4.15, 5.15); (vi) lists of all material intellectual property owned or licensed 
by each party (Schedule 4.16, 5.16); (vii) lists of all policies of insurance to
which either party is a party or a beneficiary (Schedule 4.17, 5.17); (viii)    
lists of all employees whose salaries exceed $100,000 and all related employment
agreements (Schedule 4.19, 5.19); and (ix) a list of all approvals, clearances, 
authorizations, licenses and registrations required by any U.S. or foreign      
governmental agency (Schedule 4.22).                                            

-20-

DEF 14C
21st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 21st
CONDUCT PENDING THE CLOSING                                   

         Each of Sutura and TVGR have undertaken certain covenants in the Merger
agreement restricting the conduct of their respective businesses and or         
requiring certain affirmative actions during the period between the date of the 
Merger Agreement and the effective time of the Merger. Some of these covenants  
are complicated and not easily summarized. You are urged to read carefully the  
section of the Merger Agreement entitled "Conduct Pending the Closing". The     
following summarizes some of the significant covenants.                         

       ACCESS TO INFORMATION. Each party has agreed to afford the other, and
their respective authorized representatives, access to all information available
to the parties with respect to the operations of the business including, all of 
the respective properties, books, contracts, commitments, records and personnel.
Each party has further agreed it will not and will cause it representatives not 
to use any confidential information obtained in connection with performing its  
obligations under the agreement for any purpose unrelated to the consummation of
the transaction and agrees to keep all confidential information of the other    
party.                                                                          

      DIRECTOR AND STOCKHOLDER APPROVAL. Each of the parties has agreed to
take all actions necessary to obtain the written consent of its directors to    
approve the Merger Agreement and the transactions contemplated thereby and to   
solicit the approval of their respective stockholders.                          

   UPDATE TO DISCLOSURE SCHEDULES. Each of the parties has agreed to
update their respective disclosure schedules upon discovery of material facts   
that would have been required to be disclosed in order to make such parties and 
representations and warranties true and correct and to notify the other of any  
material adverse developments causing a breach of such representations and      
warranties. Each party also agreed to notify the other if any suits or          
proceedings arise which challenge the legality of the transactions contemplated 
by the Merger Agreement or attempts to restrain or prohibit its consummation.   

   COMMUNICATIONS. Each of the parties has agreed not to furnish any
information to the public without the prior approval of the other party.        

        ORDINARY COURSE OF BUSINESS. Each of the parties has agreed to use its
best efforts to (i) preserve the services of its present officers and employees,
its net asset value and its business, including relationships with its customers
and suppliers; (ii) operate and carry on its business operations in the ordinary
course of business and as it is substantially operated; (iii) not to sell       
dispose of or encumber or enter into any agreement for the sale of any of its   
material assets; (iv) not change the method by which bonuses are made to its    
officers, directors, and employees and (v) not enter into any material contract 
arrangement or agreement.                                                       

     DIVIDENDS. Each of the parties covenanted against: (i) declaring or
paying dividends on or making other distributions on any shares of its capital  
stock; (ii) effecting any stock split, combination or reclassification or other 
issuance of any of its securities; and (iii) repurchasing or otherwise acquiring
any shares of its capital stock.                                                

     LEGAL CONDITIONS. Each of the parties has agreed to promptly comply
with any legal requirements which may be imposed on the consummation of the     
transaction including taking all reasonable actions to obtain any consent,      
authorization, order or approval of, or any exemption by, any governmental      
entity or other third party, required to be obtained or made by such party.     

      ISSUANCE OF SECURITIES. Each of the parties has agreed not to issue,
deliver or authorize or propose or enter into any agreement for the issuance,   
delivery or sale of any securities.                                             

         GOVERNING DOCUMENTS. Each of the parties has agreed not to amend any of
its charter documents.                                                          

      SALARIES, BENEFIT PLANS. Each of the parties has agreed not to incur
any salaries or compensation to officers, directors, employees or consultants or
to hire any additional employees or consultants or enter into any collective    
bargaining agreement or benefit plan.                                           

         NOTICE OF CERTAIN DEFAULTS OR CLAIMS. Each of the parties has agreed to
give prompt notice to the other of any default under any material instrument to 
which the other such party is bound or any transaction that is reasonably likely
to have a material adverse effect.                                              

-21-

DEF 14C
22nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 22nd
CONDITIONS TO COMPLETION OF THE MERGER                        

      The obligations of the parties to complete the Merger are subject to
the satisfaction of the following closing conditions:                           

     o        all material consents, authorizations, orders or approvals
              from governmental entities required in connection with the
Merger have been obtained;                  

      o        no legal orders have been issued by any governmental entity
preventing the Merger ;                     

      o        no legislation has been enacted which makes consummation of
the Merger illegal;                         

        o        all of the representations and warranties made by each of the
         parties are true and correct in all material aspects;

      o        each of the parties has obtained the requisite approvals of
            the Merger from their respective boards of directors and
stockholders;                               

      o        each of the parties has performed its obligations under the
Merger Agreement;                           

     o        all necessary filings under the Securities Exchange Act of
1934 have been filed;                       

         o        no more than 5% of the outstanding shares of either party have
               exercised dissenters rights in connection with the Merger ;

o        TVGR has no more than $50,000 of outstanding debts or
liabilities;                                

         o        TVGR has entered into definitive agreements with a third party
                pertaining to the purchase of at least $15 million of equity
     securities in the surviving company post Merger ;

 o        All necessary third party consents have been obtained,
including the Whitebox parties; and         

    o        TVGR has effected a reverse split of all of its presently
authorized common stock.                    

TERMINATION                                                   

        The Merger Agreement may be terminated and the Merger may be abandoned
in any of the following circumstances:                                          

      o        Upon mutual consent of the parties if a majority of each of
their boards of directors vote to terminate.

      o        In the event of a breach by one party which cannot be cured
             within 10 days after the provision of written notice, the
other party may terminate.                  

         o        Either party may terminate if the Merger is not consummated by
December 31, 2004.                          

      o        In the event approval or consent from a governmental entity
cannot be obtained.                         

        o        By written notice if a party receives an acquisition proposal
                 from a third party, receives advice from outside counsel that
                consummation of the Merger would violate judiciary duties of
               the directors or stockholders in light of such proposal and
                 determines to accept the acquisition proposal after receiving
such advice.                                

     o        The board of directors of either party determines that any
            amended disclosure schedule provided by the other party,
              discloses events that would be reasonably likely to have a
         material adverse effect on the surviving corporation.

        o        The stockholders of either of the parties fail to approve the
Merger Agreement.                           

-22-

DEF 14C
23rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 23rd
         o        Upon termination and abandonment of the Merger, no party shall
                 have any further liability or obligation to the other, except
in the event of breach.                     

               As a result of the Merger, each outstanding share of Sutura
capital stock will be cancelled and exchanged for approximately 20.952 shares of
common stock of TVGR. Following the consummation of the Merger and the          
transactions contemplated by the Merger Agreement, our capitalization will be   
approximately as follows:                                                       

 Computed Pursuant to Merger Formula *
 -------------------------------------
                                               Number of        Percentage
             Category of Holders              Shares             Owned
                -------------------            ------------     ------------
    Original Sutura Stockholders (3)        218,191,358(1)         95%
    Original TVGR Stockholders               11,494,282(2)          5%
                                            ------------        ------
      Total                                 229,685,640         100.0%
                                                                ======

Computed on a Fully-Diluted Basis **
------------------------------------
                                               Number of        Percentage
             Category of Holders              Shares             Owned
                -------------------            ------------     ------------
     Original Sutura Stockholders            254,320,740(4)      95.676%
     Original TVGR Stockholders               11,494,282(2)       4.324%
                                            ------------        ------
      Total                                 265,815,022         100.0%
                                                                ======
------------------                                                              

*  Does not include shares issued or issuable in connection with the financing  
transactions with Whitebox.                                               
** Reflects shares issued or issuable in connection with the financing          
transactions with Whitebox.                                               

(1)  Includes approximately 63,860,000 shares of common stock of our Company    
   reserved for issuance to persons presently holding rights to convert debt
  or to exercise options or warrants for shares of common stock of Sutura,
     and subject to further adjustment to address fractional shares. Each Sutura
   stockholder entitled to a fractional share as a result of the Merger will
receive a whole share of TVGR common stock in lieu of such fractional 
share. This amount does not include approximately 36,127,000 shares   
   issuable to Whitebox upon conversion of convertible notes and exercise of
warrants held by it.                                                  

(2)  Subject to adjustment to address fractional shares. Each TVGR stockholder  
    entitled to a fractional share as a result of the reserve stock split will
receive a whole share of TVGR common stock in lieu of such fractional 
share.                                                                

        In connection with the Merger, accrued but unpaid salary owing to each
of Mr. Lahey and Mr. Giansiracusa has been, or will be, converted into common   
stock of TVGR. As of December 29, 2004, accrued but unpaid salary in the amount 
of $548,512 owing to Mr. Lahey was converted into 7,412,319 shares of common    
stock, and accrued by unpaid salary in the amount of $548,512 owing to Mr.      
Giansiracusa was converted into 7,412,319 shares of common stock. Simultaneously
with the closing of the merger, assuming the merger is closed on or before June 
30, 2005, we anticipate that approximately $925,028 of accrued salary and debt  
owning to Mr. Lahey will be converted into 12,500,378 shares of common stock,   
and $230,665 of accrued salary and debt owning to Mr. Giansiracusa will be      
converted into 3,117,095 shares of common stock. The conversion rate for the    
foregoing issuances is $0.074 per share, which reflects the average of the      
trading price of our common stock for the period November 23, 2004 to December  
7, 2004. In addition, in connection with the Merger, options to purchase common 
stock of TVGR held by Mr. Lahey and Mr. Giansiracusa will be exercised on a net 
basis immediately prior to the merger closing, resulting in the issuance of     
180,000 shares of common stock to Mr. Lahey and 180,000 shares of common stock  
to Mr. Giansiracusa, assuming a market value of the common stock of $0.08 per   
share and an exercise price of $0.05 per share.                                 

-23-

DEF 14C
24th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 24th
         In addition, each of Mr. Lahey and Mr. Giansiracusa will enter into new
employment agreements in connection with the Merger. They will not receive cash 
under such employment agreements, but will receive in lieu of cash Common Stock 
valued at an aggregate of $450,000 representing an annual salary to each of     
$150,000 and a retention bonus of $75,000. All such common shares will be issued
at the closing of the Merger at the rate of $.05 per share but will be subject  
to vesting in twelve equal monthly installments, after the closing of the       
Merger, assuming their employment continues. Accordingly, immediately prior to  
the closing, each of Mr. Lahey and Mr. Giansiracusa, TVGR's current Chief       
Executive Officer and Chief Operating Officer, will receive an aggregate of     
9,000,000 shares of common stock (or, 4,500,000 each) (on a pre-stock split     
basis), which shares shall be included in the 5% post-merger ownership of TVGR  
outstanding immediately after the closing of the Merger, under the terms of     
their new employment agreements. The terms of the new employment agreements with
Mr. Lahey and Mr. Giansiracusa do not grant any other shares of Common Stock or 
options to purchase Common Stock to either person. However, each may be granted 
awards of stock or options at the discretion of the board of directors.         

All of the shares acquired or to be acquired as set forth above will be included
in the 5% ownership of the TVGR shareholders immediately following the Merger.  
The foregoing share numbers do not reflect the twelve for one reverse stock     
split which is a condition to the closing of the Merger, described under Action 
2 in this Information Statement.                                                

       Immediately prior to the merger and prior to the reverse stock split,
Mr. Lahey will own 30,560,830 shares of Common Stock, representing 1.10% of the 
fully diluted capitalization of the Company, and Mr. Giansiracusa will own      
21,450,402 shares of Common Stock, representing .77% of the fully diluted       
capitalization of the Company. The foregoing numbers do not reflect the twelve  
for one reverse stock split which is a condition to the closing of the Merger,  
described under Action 2 in this Information Statement. These numbers include an
aggregate of 9,000,000 shares that are subject to vesting under the new         
employment agreements after the closing.                                        

 Immediately following the reverse stock split (and prior to the
effectiveness of the Merger), Mr. Lahey will own 2,546,736 shares of Common     
Stock, or 1.1% of the fully diluted capitalization of the Company - reflecting  
the twelve for one reverse stock split, and Mr. Giansiracusa will own 1,787,534 
shares of Common Stock, or .77% of the fully diluted capitalization of the      
Company, - reflecting the twelve for one reverse stock split. Up to an aggregate
of 750,000 shares (on a post-split basis) of such shares are subject to vesting 
under the new employment agreements after the closing.                          

(3)  Pursuant to the formula contemplated by the Merger Agreement, the          
ninety-five percent (95%) portion of TVGR's post Merger capitalization
   attributable to the Sutura Stockholders (on a fully diluted, as converted
   basis) does not account for the conversion of the aggregate $9,550,000 of
the Whitebox convertible notes into approximately 20,952,000 shares of
   common stock of the combined company following the Merger or the exercise
   of warrants issued to Whitebox to acquire approximately 15,175,000 shares
of common stock of the combined company following the Merger. Assuming
     conversion of all such convertible notes and exercise of all such warrants,
     the total capitalization of the combined company following the Merger (on a
     fully diluted, as converted basis) will be approximately 265,815,000 shares
of TVGR common stock.                                                 

(4) Includes approximately 63,860,000 shares of common stock of our Company   
   reserved for issuance to persons presently holding rights to convert debt
  or to exercise options or warrants for shares of common stock of Sutura,
     and subject to further adjustment to address fractional shares. Each Sutura
   stockholder entitled to a fractional share as a result of the Merger will
receive a whole share of TVGR common stock in lieu of such fractional 
share. This amount also includes approximately 36,127,000 shares      
   issuable to Whitebox upon conversion of convertible notes and exercise of
warrants held by it.                                                  

ACCOUNTING                                                                      

        For accounting purposes, the Merger will be treated as a purchase that
results in the legal acquirer, TVGR, being treated as being acquired by Sutura  
under purchase accounting. Accordingly, the historical financial statements of  
Sutura will become the historical financial statements of our Company after the 
Merger.                                                                         

-24-

DEF 14C
25th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 25th
DILUTION OF TVGR STOCKHOLDERS                                                   

 As a result of the Merger, the stockholders of TVGR will suffer
substantial dilution in their interests in TVGR. Following the transaction, the 
current TVGR stockholders will own approximately 5% of the outstanding common   
stock. Consequently, not only will the TVGR stockholders' capital interest in   
TVGR be reduced from 100% to 5%, and their voting power will be similarly       
reduced. Following the Merger, the current stockholders of Sutura will own      
approximately 95% of the outstanding common stock of TVGR and will be able to   
control TVGR's affairs, including the election of all members of TVGR's Board of
Directors.                                                                      

REGULATORY APPROVALS                                                            

    There are no federal or state regulatory requirements that must be
complied with in regard to the Merger or the transactions contemplated by the   
Merger.                                                                         

REPORTS, OPINIONS, APPRAISALS                                                   

     No reports, opinions or appraisals were obtained in connection with
this transaction.                                                               

APPROVAL OF MERGER                                                              

Both Sutura and TVGR must obtain approval of the Merger by its
stockholders under Delaware law, and their respective certificates of           
incorporation and bylaws. Under applicable federal securities laws, such        
approval by TVGR cannot be effective until at least 20 days after the mailing of
this Information Statement.                                                     

   The Merger transaction requires the approval of Sutura's board of
directors and a majority of the outstanding shares. Sutura's board of directors 
has already consented to and approved the transaction pursuant to an action by  
unanimous written consent. Sutura intends to solicit the vote of its            
stockholders by distributing an information statement accompanied by a form of  
written consent.                                                                

ABOUT TECHNOLOGY VISIONS GROUP, INC.

HISTORY OF TVGR                                                                 

     Technology Visions Group, Inc. was incorporated in Delaware in 1985
under the name Orbit Technologies, Inc. Orbit Technologies, Inc. changed its    
name to Technology Visions Group, Inc. on December 22, 2000. A change in control
occurred in 1995 when current management became involved. As such, management   
has defined inception as January 1, 1995 for financial reporting purposes. More 
specifically, The Company is considered a development-stage company, with no    
operating revenues from the license of commercially viable technologies during  
the years presented, as defined by Statement of Financial Accounting Standards  
("SFAS") No. 7. SFAS. No. 7 requires companies to report their operations,      
shareholders deficit and cash flows since inception through the date that       
revenues are generated from management's intended operations, among other       
things. Management intends to license commercially viable technologies as its   
primary source of operating revenues. Since inception, no commercial-product    
technologies have been licensed, and accordingly, the Company is considered a   
development-stage company, as defined. Management has been unable to present its
operations since inception, since such information is not available since its   
inception in 1985. Management has provided certain financial data since January 
1, 1995 (the earliest practicable financial data for accumulating such          
information), as a means to provide readers of the Company's financial          
information to make informed investment decisions.                              

    Our business objective is to take base technologies, develop these
technologies until commercially viable products are possible, and license these 
technologies and any products resulting from the technologies to affiliated or  
unaffiliated entities for use in the environmental remediation and containment  
market. Since 1995, we have focused on addressing the environmental remediation 
requirements at the U.S. Department of Energy ("DOE") site located at Idaho     
Falls, Idaho. There have been only minimal revenues generated from our          
operations.                                                                     

-25-

DEF 14C
26th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 26th
We operate as an applied research and development company and 
technology portal that employs and retains independent engineers, research      
consultants, research institutes, universities and other consultants as needed  
to develop and analyze technologies. Our technologies include Polymer           
Encapsulation Technology ("PET") and GMENT treatment and stabilization systems, 
designed for use in the radioactive waste remediation industry. None of the     
technologies are currently in commercial use.                                   

  Our activities over the past years have focused predominantly on
identifying, developing and familiarizing potential end users, or consumers, of 
PET and GMENT treatment and stabilization systems, including governmental       
entities, with the testing and evaluation work completed and funded to date by  
Lockheed Martin Idaho Technology Co. ("Lockheed") and Bechtel BWXT Idaho LLC    
("Bechtel"). We function as a subcontractor to Lockheed and/or Bechtel BWXT and 
we are paid a fixed fee for each contract, which must be completed within the   
designated time frame. We are responsible for completing the test and evaluation
tasks designated by the contractor. The contractor then submits a final report  
with recommendations to the U.S. Department of Energy ("DOE").                  

         We believe that the approval of the GMENT material by federal and state
agencies for the treatment and stabilization of buried low-level radioactive    
mixed waste in identified areas of the Subsurface Disposal Area ("SDA") located 
at the DOE site in Idaho Falls, Idaho, could provide initial and significant    
revenues for our company. We also believe that with the acceptance and approval 
of GMENT in Idaho, opportunities exist at other DOE waste sites within the      
United States that have similar waste problems and offer potential future       
revenues.                                                                       

       Since 1995, our company has spent approximately $685,507 for research
and development activities. In the last two fiscal years, our Company has spent 
no money for research and development activities. Research and development      
expenses consisted of the preparation of PET and GMENT product samples for      
evaluation in the encapsulation of low-level radioactive mixed waste for final  
disposal or as a method for transporting waste to an interim or final disposal  
site. These costs were borne directly by us.                                    

Our company completed all the testing and evaluation of our   
technologies at the Idaho Falls site with the receipt of Volume II of the "Final
Results Report, In Situ Grout Technology for Application in Buried Transuranic  
Waste Sites," published in April 2003 by INEEL. Therefore, there have been no   
expenditures during the year ended December 31, 2004 or 20003 for research and  
development.                                                                    

RECENT EVENTS                                                                   

The Company  has relocated its operations to                  
Sutura's facilities in Fountain Valley, California. The merger has taken longer 
than anticipated and, as a result, the Company has incurred greater than        
anticipated merger expenses and has not been able to realize the perceived      
benefits that will result once the merger is consummated. Accordingly, both the 
Company and Sutura believe that TVGR should take advantage of Sutura's existing 
facilities and support staff by conducting its operations from Sutura's         
facilities. Once the merger is consummated, Sutura and TVGR plan to conduct the 
existing business of TVGR through a wholly-owned subsidiary of the combined     
company. In anticipation of the combining of the companies, Sutura is offering  
use of its facilities and support staff to TVGR pre-merger at no cost to TVGR.  
TVGR anticipates that it will either sublease its existing facilities in San    
Marcos, California during the remainder of the three-year lease term or seek to 
negotiate an early termination of the lease.                                    

TVGR TECHNOLOGY                                                                 

We are focused on commercializing PET and GMENT for use in the
environmental waste remediation industry.                                       

        Our Company has completed product test and evaluation on PET and GMENT
for Lockheed Martin and Bechtel in conjunction with contracts awarded by the DOE
Idaho Operations Office, Idaho Falls, Idaho. These contracts have utilized waste
materials sourced from the Idaho Falls DOE site. This site, nearly 900 square   
miles in area, contains in various forms, radioactive, toxic and hazardous      
wastes that will require further processing to insure safe and economical       
long-term disposal.                                                             

-26-

DEF 14C
27th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 27th
       Since 1995, our Company has focused on the development and use of its
polymer-based Polymer Encapsulation Technology ("PET"). PET was developed and   
subsequently assigned to Technology Visions by Dr. Stephen Prewett, a former    
employee and former director of the Company. PET is intended for use with dry,  
radioactive and toxic waste for either final disposal or as a transportation    
medium to move materials from one site to another. PET has been developed for   
the treatment of waste material to prevent significant environmental damage and 
health problems caused by radioactive wastes that cannot be easily or           
economically rendered harmless.                                                 

         PET is a specific formulation of silicone foam that is further enhanced
by adding proprietary elements to the base material. These materials are readily
available in industrial quantities. PET can be manufactured in sheet form,      
poured into molds, where it expands into the designated shape, or sprayed onto  
an existing surface to contain the covered material. PET can be manufactured in 
different density levels to meet particular specifications. PET is more         
expensive at retail than standard foam manufactured by others, however, in many 
cases, the value added by the enhanced properties of the final product provides 
economic advantages.                                                            

 PET is designed for difficult to treat hazardous or toxic waste
materials. Our Company believes that applications may exist in other vertical   
markets, which would include use for other radioactive mixed or toxic wastes,   
and horizontal markets which would include other applications of the material,  
e. g., as a protective barrier, heat shield, fire protection, acid or base      
safeguard.                                                                      

    Our Company has completed test and evaluation contracts on PET for
Lockheed Martin and Bechtel in conjunction with testing for the U.S. Department 
of Energy, Idaho Operations Office, in Idaho Falls, Idaho. The Idaho Falls site 
is one of many United States waste management sites containing one form or      
another of either radioactive, toxic and/or hazardous waste requiring cleanup   
processing. The final report on PET prepared by Bechtel BWXT LLC/ INEEL         
recommended in its submittal to the DOE that a pilot plant demonstration be     
conducted to test and evaluate engineering criteria, disposal parameters and    
product transportation scenarios. Other recommendations included encapsulation  
and mixing studies utilizing actual radioactive materials.                      

       Future business activities for PET will include implementation of the
recommendations of the final report submitted to the DOE as a result of the     
completed test and evaluation contracts funded by Lockheed Martin and Bechtel.  
The cost estimate to complete the recommendations from the report is $250,000   
with an expected time to complete of 12 to 18 months after funding has become   
available.                                                                      

         In March 2000, our PET was selected for the second consecutive year for
presentation at the international waste symposium, Waste Management 2000, in    
Tucson, Arizona sponsored by the DOE and the University of Arizona. The paper,  
which was submitted for consideration by Bechtel, was judged by the conference's
Technical Review Board and chosen for presentation based on the results of the  
most recent test and evaluation project completed for Bechtel. Our presentation,
entitled "POLYSILOXANE ENCAPSULATION OF CALCINE WASTE," was presented in the    
Nuclear Materials Stabilization and Disposition technical session.              

         In the spring of 2000, we jointly developed with Advanced Grout Systems
Ltd. a second product suitable for waste remediation, GMENT. Advanced Grout     
Systems, Ltd. has exclusively licensed GMENT to us for distribution, marketing  
and sale. GMENT is a cementitous grout that contains proprietary materials that 
not only stabilize certain wastes but also treat specific hazardous elements    
within the waste. The GMENT grouting process may be used to entomb contaminants 
buried in low-level radioactive mixed waste. The grouting process provides a    
safe, low cost method to contain the waste versus excavating, transporting and  
the separate processing of the buried waste. It has been developed for use in   
the containment of mixed low-level in-situ waste and has successfully completed 
laboratory, field implementability testing, and a Full Scale Field evaluation   
under a contract funded by Bechtel. GMENT has been developed for use in         
standard, jet grouting application equipment. It is injected into the           
waste-containing site at ambient temperatures at pressures between 6,000 and    
8,000 psi.                                                                      

-27-

DEF 14C
28th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 28th
         Low-level subsurface contaminated wastes are those wastes that have the
potential to be remediated without excavation using technology strategies that  
destroy, isolate, or prevent any further spread of contaminants into the        
surrounding environment. When the GMENT solution cures, the process binds toxic 
and hazardous contaminates and encapsulates or entombs radioactive waste in     
place, rendering it environmentally safe. GMENT can be formulated to be neutral 
in the environment and is projected to remain effective for thousands of years. 
Because this type of treatment occurs in place, both costs and the risks of     
exposure are reduced significantly versus retrieving the waste by excavation for
further processing.                                                             

GMENT has undergone extensive laboratory and field testing and
evaluation and was chosen over five other competing materials as the material of
choice to treat and stabilize a surrogate radioactive mixed waste at the Cold   
Test Pit South located at the Subsurface Disposal Area at the DOE site in Idaho 
Falls, Idaho. The technology is ready for commercialization and deployment to   
the field.                                                                      

TVGR CURRENT OPERATIONS                                                         

         In June 2000, Bechtel awarded Technology Visions a contract to evaluate
six grout candidate materials submitted by different manufacturers that were    
being considered by INEEL and Bechtel for the treatment of certain subsurface   
wastes located in the Subsurface Disposal Area (SDA) Operable Unit (OU) 7-13/14 
at the DOE site in Idaho Falls, Idaho. One of the six grouts was GMENT. There is
approximately 78,000,000 cubic feet of stored mixed low level in-situ           
contaminated waste located at seven DOE sites located within the United States; 
approximately 25,900,000 cubic feet of this waste is stored at the Idaho Falls  
site.                                                                           

         The Phase I Bench Testing of the six grouts conducted at the University
of Akron in February 2001 concluded that three of the grout candidates,         
including GMENT, should be taken to the field for Phase II testing.             

In April 2001, the Phase II Field Implementability Testing was
conducted by Applied Geotechnical Engineering and Construction Company at a site
located near Richland, Washington. Upon completion of the field implementability
testing, GMENT was the grout selected from the three candidates for the Phase   
III Full Field Scale evaluation to be conducted at the Cold Test Pit at the     
Idaho DOE facility in October 2001. Technology Visions provided 100 tons of     
GMENT for the Phase III Full Field Scale Evaluation.                            

   During the Phase III Full Field Scale Field evaluation, GMENT was
blended into solution using a high shear mixer located at a ready mix concrete  
plant located in Idaho Falls, Idaho. The mixture was then delivered to the INEEL
Cold Test Pit Site, adjacent to the INEEL Radioactive Waste Management Complex, 
and jet grouted into a subsurface trench containing low-level radioactive buried
mixed waste.                                                                    

    The grouting equipment, used at the Cold Test Pit Site, included a
Casagrande C-6 Drill System, a Casagrande Jet-5 high-pressure pump, and a vortex
mixing system. GMENT cures binding toxic and hazardous contaminates, filling    
voids and encapsulating radioactive waste in place, rendering it environmentally
safe. Final monoliths are solid stand-alone blocks containing a matrix of GMENT,
buried waste and soil.                                                          

   Testing results met all criteria established by state and federal
regulatory agencies. Bechtel will prepare the final report for submittal to the 
DOE, Assistant Secretary for Environmental Management. This report was published
in April 2003. The DOE is in the process of reviewing the report and will either
submit it to other federal and state agencies including the State of Idaho, EPA 
and other local interest groups for input and final approval, or request that   
additional work be completed prior to those submissions.                        

    Bechtel recently issued an Engineering Design File (EDF) entitled,
Grout Selection Criteria and Recommendation for the Operable Unit 7-13/14 In    
Situ Grouting Project and dated December 2004. The EDF indicates that this      
project would not be going forward as planned until additional studies were     
completed requiring a risk assessment based on revised inventory and containment
mobility date at the site. The time required to complete this additional        
modeling is not known at this time.                                             

      Our Company intends to continue to acquire or obtain licenses to use
technologies that have multiple market applications. Our ability to market      
existing technologies and acquire new technologies may ultimately be limited by 
its lack of financial resources.                                                

-28-

DEF 14C
29th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 29th
TVGR MARKETS                                                                    

We are focused on commercializing technologies for use in the 
environmental waste cleanup market and to date have focused on the cleanup      
requirements necessary at the DOE sites located throughout the United States.   
Today, the government's estimated cost for environmental waste cleanup at these 
sites is between $230 and $300 billion. That figure does not include the costs  
for removal of pollutants from either water or silt that has been deposited in  
our rivers and oceans.                                                          

         Currently, our Company is focused on the development and use of the PET
and GMENT treatment and stabilization technologies as advanced environmental    
technological solutions to various radioactive and toxic waste materials the DOE
has identified for final disposal.                                              

TVGR EXPLOITATION OF TECHNOLOGIES                                               

         Our Company or its licensee must, with regard to each technology, after
studies and testing, determine whether the technology may be commercially       
feasible. At that time, our Company or the licensee must develop a plan that    
will best exploit this technology. This plan may require us or the licensee to  
raise additional funds and exploit the technology through various means,        
including the establishment of a marketing organization to sell this technology.
Alternately, our Company or the licensee may subcontract out the manufacturing, 
or may joint venture this technology with existing companies which have         
manufacturing or marketing capabilities or further license the technologies for 
exploitation to companies that have these capabilities. Upon further licensing, 
our Company or the licensee may receive royalty payments or a combination of    
revenues structured from the sale and use of the product. Any technology may    
also be sold outright with or without future payments based on sales. Therefore,
each technology that may be commercially viable might be exploited in a         
different manner and may have various levels of success. To the extent that we  
seek to internally exploit any technology, we may require substantial additional
capital, which may not be available on favorable terms, if at all.              

TVGR EMPLOYEES AND CONSULTANTS                                                  

       We presently have two officers employed on a full time basis, and one
administrative assistant and a bookkeeper employed on a part-time basis.        

During the last few years, our Company has engaged a team of  
consultants who are specialists in disciplines not present in our Company.      
Specific areas of focus include:                                                

o        technology evaluation,                               

o        securities compliance,                               

o        investor and shareholder relations,                  

o        investment banking,                                  

o        operations/administration,                           

o        human resources, policy and procedures, and          

o        business development.                                

 These specialists are utilized to advise management in specific
professional areas. Because of their increasing familiarity with our Company,   
this pool of advisors and consultants represent a potential permanent staff when
the funding permits. These consultants and advisors have been compensated on a  
contingent fee basis related to performance criteria and the successful         
execution of responsibilities. None of the consultants are affiliates of our    
Company. Additional site personnel and administrative staff will be added as it 
is deemed appropriate and necessary to support the revenue stream, if any.      

-29-

DEF 14C
30th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 30th
GOVERNMENT REGULATION                                                           

         The production and marketing of our Company's products and technologies
and its ongoing research and development activities are subject to regulation   
for safety, efficacy and quality by numerous governmental authorities in the    
United States and other countries. Depending on the technology, regulatory      
approvals and certification may be necessary from the Department of             
Transportation, Department of Energy, Nuclear Regulatory Commission,            
Environmental Protection Agency and other federal, state or local facilities.   
Failures or delays by our Company or its affiliates or licensees in obtaining   
the required regulatory approvals would adversely affect the marketing of       
products that our Company develops and our Company ' ability to receive product 
revenues or royalties.                                                          

    To date, our Company materials, PET and GMENT, have passed certain
applicable tests, including the American Society of Testing Materials           
certification required by the contracts with Lockheed Martin and Bechtel, the   
EPA and state and federal agencies.                                             

         The final report on PET prepared by Bechtel BWXT LLC/ INEEL recommended
in its submittal to the DOE that a pilot plant demonstration be conducted to    
test and evaluate engineering criteria, disposal parameters and product         
transportation scenarios. Other recommendations included encapsulation and      
mixing studies utilizing actual radioactive materials.                          

         Governmental approval necessary for our Company's and others use of PET
with calcine waste will require the completion of the above testing. Funding for
the completion of this work, estimated by the Company at $250,000, will         
specifically address the PET technology. The additional work necessary to       
complete the commercialization of PET cannot begin until the required funding is
available and will require an estimated 12 to 18 months for completion.         

        In December 2004, after four years of product studies and evaluations,
Bechtel BWXT Idaho issued an Engineering Design File (EDF) entitled, Grout      
Selection Criteria and Recommendation for the Operable Unit 7-13/14 In Situ     
Grouting Project. The product study and evaluation phase for this project began 
with the objective of identifying a grouting product to meet the site disposal  
requirements. The study included TVGR'S GMENT product. The EDF delineates the   
process for selection of grout to perform in situ grouting of both transuranic  
(TRU) and legacy waste (stabilization) generated by Idaho National Engineering  
and Environmental Laboratory (INEEL) reactor operations.                        

    GMENT is identified in the EDF as the preferred INEEL field-tested
grout for leach resistance, a critical element in meeting the final disposal    
requirements. However, the In Situ Grouting Project has been delayed because of 
revised inventory and containment mobility data requiring additional risk       
assessment modeling to determine whether there is sufficient risk driver for    
this project to proceed. The time required to complete this additional modeling 
is unknown at this time.                                                        

TVGR COMPETITORS                                                                

  Our Company is active in the intensely competitive field of high
technology research and development and competes against numerous public and    
private entities, some with substantially greater financial and human resources 
than our Company. High technology research and development can be characterized 
as proceeding at a very rapid pace with frequent technological breakthroughs,   
some of which may render our Company's technology and their products obsolete   
even before they are commercially marketed. Our Company is aware of other       
products that perform similar functions to PET and GMENT. Competition includes  
technologies based on materials known as polyethylene, other grout materials and
a process called vitrification.                                                 

      We compete with a variety of companies and grout formulations, e.g.,
U.S. Grout, Carter Technologies, Enviro-Blend American Minerals, Tech HG,       
Waxfix, Saltstone, competing in the waste stabilization and remediation market. 
In order to be competitive our proposals must be cost effective to the site     
remediation parties, our proposed products and protocols must withstand intense 
scrutiny and testing side by side with our competitors, and ultimately must be  
effective for the specific remediation site at issue. We compete against        
companies with extensive expertise and experience and resources that are greater
than our own. Our lack of financial resources disadvantages us in terms of our  
ability to develop competitive products in a timely fashion and perform those   
marketing activities necessary to be successful commercially.                   

-30-

DEF 14C
31st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 31st
        Polyethylene is a dry thermoplastic material that is mixed with waste,
heated to combine with the waste materials, and then molded into a finished     
waste form or shape. PET is similarly combined with waste, however, at room     
temperature and then molded into the desired form. When heated, the polyethylene
mixture generates an off-gas that potentially may be either toxic and/or        
hazardous as compared to the PET process. The PET process, on the other hand,   
does not emit any off-gas. Further, PET can process higher amounts of waste and 
therefore, reduce transportation and storage costs. PET also exhibits a high    
resistance to radioactivity at elevated radioactivity levels where polyethylene 
becomes more fluid at the higher levels, thereby lessening its structural       
integrity. Polyethylene is a lower cost material than PET.                      

 Grout technologies are based upon combining ingredients such as
Portland cement, polymers, fly ash, slag and additives. Grout usage for in-situ 
containment, or isolating a waste from the environment without disturbing it,   
focuses on treating, encapsulating, and solidifying the waste into a durable,   
solid, water resistant mass underground which forms a homogeneous monolith.     
While conventional construction-type grouts have been evaluated, the high water 
content of the cement mixture used in this grouting makes a relatively permeable
substance that does not adequately stabilize some wastes. In contrast, in       
certain subsurface applications, the GMENT treatment and stabilization system   
provides superior technical performance and reduced costs and risks over current
technologies.                                                                   

Vitrification involves an incineration process utilizing high 
temperatures to convert waste into a rock or glass-like material. It is         
extremely capital intensive, chemically sensitive, has size restrictions on     
incoming waste, must be designed for specific waste formulations, and generates 
off-gases.                                                                      

         Based on the current research and technical information our Company has
accumulated, our Company believes that its application and formulations of the  
PET and GMENT material are unique in the waste containment, transportation, and 
disposal industry.                                                              

TVGR PROPERTY                                                                   

      Our Company maintains its principal executive offices in San Marcos,
California where it occupies an approximately 700 square-foot office at 910 W.  
San Marcos Blvd., Suite 102, San Marcos, California 92078 pursuant to a lease   
from an unaffiliated third party for $1,067 per month until October 2007. As our
Company moves forward, it may be necessary to add one or two marketing and sales
personnel to the staff. The current office is capable of accommodating those    
additions. If future expansion requires a larger office space, there is         
significant commercial space in the local area and our Company believes office  
space on reasonable terms could be acquired with very little difficulty.        

TVGR LEGAL PROCEEDINGS                                                          

    As of the date of this Information Statement, our Company is not a
party to any material litigation.                                               

PROPRIETARY PROPERTY                                                            

        Our Polymer Encapsulation Technology (PET) and GMENT are not patented.
GMENT is a trademark registered with the U.S. Patent and Trademark office       
(#76320771). PET has been evaluated for waste stabilization, waste encapsulation
and as a media for the transportation of radioactive waste. Specific studies    
conducted by contracts with the Idaho Engineering and Environmental             
Laboratory(INEEL) include the use of PET for the Encapsulation of High Level    
Calcine Waste for Transportation or Disposal; For the Encapsulation of Low-Level
Fraction of Calcined Mixed Waste and For the Encapsulation of Mixed Waste Salts.
Additional funding is necessary to complete the above studies prior to filing a 
patent application.                                                             

    The GMENT product, developed for the Bechtel BWXT In Situ Grouting
Project, is coded as GMENT 12 and is a single product in a family of specialty  
grouts. As additional projects are identified and the contaminants are          
categorized and specific site need requirements are defined, a GMENT product    
would be formulated and assigned a specific nomenclature applicable to the site 
needs. As GMENT is formulated with readily available commercial materials and   
additives for a site-specific specification, the formula is best protected as   
proprietary information rather than disclosure in a patent.                     

-31-

DEF 14C
32nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 32nd
TVGR PLAN OF OPERATION                                                          

       Since 1996, our Company has focused on the development and use of its
polymer-based Polymer Encapsulation Technology ("PET") System as a method for   
stabilizing and encapsulating various radioactive and toxic waste materials     
leading to a final waste form for disposal. During the past few years, our      
Company has introduced GMENT, a specialized grout treatment and stabilization   
technology as a method for subsurface waste stabilization.                      

      To commercialize the PET technology and obtain governmental approval
for its use, our Company must complete the additional testing recommended in    
this report. Funding for the completion of this work is estimated by the Company
at $250,000. It is also estimated that once funding becomes available to begin  
this work, it will require 12 to 18 months to complete. Once completed, our     
Company intends to market this product for use by the DOE or other applications 
where the benefits of PET can be utilized.                                      

 Currently, our Company is focused on developing GMENT. GMENT is
licensed exclusively to our Company and is a trademark of Advanced Grout        
Systems. GMENT is a cementitous grout that contains proprietary materials, which
not only stabilize certain wastes but also treat specific hazardous elements    
within the waste. It has been developed for use in the containment of buried    
mixed low-level radioactive mixed waste.                                        

  In January 2002, our Company entered into an exclusive Trademark
License and Technology Licensing Agreement with Advanced Grout Systems, Ltd.    
Terms of the license allow our Company to manufacture, distribute, market and   
sell the product in exchange for a royalty based upon sales volume. The royalty 
begins at 10% for gross sales up to $1 million, then declines to 9% for sales of
$1 million to $5 million, 8% for sales of $5 million to $10 million, 7% for     
sales of $10 million to $25 million, and 6% for sales exceeding $25 million.    
This license expires November 30, 2026. The territorial rights granted to our   
Company under the license include the United States of America and any other    
countries of the world. Also, as part of the exclusive license, our Company is  
granted first right of refusal for any additional trademark or non-trademark    
products developed by Advanced Grout Systems, Ltd. dealing with environmental   
remediation or waste management technologies.                                   

    In June 2000, Bechtel awarded our Company a contract to manage the
testing and evaluation of in-situ grout candidate materials that were being     
considered by INEEL and Bechtel for the treatment of certain subsurface waste   
sites at the DOE site in Idaho Falls, Idaho. The contract was a two-year,       
three-phase Treatability Study conducted by INEEL and Bechtel. Testing included 
Phase I Bench Testing, Phase II Field Implementability Testing, and Phase III   
Full-Scale Field Testing.                                                       

     Phase I Bench Testing included rigorous laboratory testing protocol
designed for choosing three grouts from six candidate grouts for use in Phase II
Field Implementability testing. Data was also gathered during the bench-testing 
phase to support final monolith durability estimates and transportion modeling  
efforts. Following the laboratory testing, GMENT was chosen as one of three     
candidate grout materials to continue to the Phase II Field Implementability    
Testing of the Treatability Study.                                              

   In April 2001, the Phase II Field Implementability Testing of the
contract was conducted by Applied Geotechnical Engineering and Construction     
Company, Inc. ("AGEC") at a site located near Richland, Washington. Upon        
successful completion of this test phase, GMENT was chosen as the sole grout    
material selected to be used in the Phase III Full Scale Cold Test Pit          
Demonstration Project that was conducted in October 2001 at the DOE site in     
Idaho Falls, Idaho. GMENT was selected based on such factors as basic costs,    
ease of mixing and cleaning of the grout, minimized grout returns in creating a 
triplex column, and formation of the solid monoliths. Our Company, under the    
exclusive Trademark License and Technology Licensing Agreement with Advanced    
Grout Systems, Ltd., provided approximately 100 tons of GMENT grouting material 
for Phase III. Site grouting was performed by AGEC. Testing results met all     
criteria established by state and federal regulatory agencies.                  

        At the conclusion of Phase III, AGEC prepared and submitted to Bechtel
a report estimating the quantity of GMENT grout material to treat the areas     
under consideration to be approximately 24 million gallons. If the              
recommendation receives approval via a Record of Decision or other authorization
after review by federal and state authorities, our Company could anticipate     
initiation of the project and revenues within 12 to 18 months.                  

-32-

DEF 14C
33rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 33rd
The final report prepared for the DOE, Assistant Secretary for
Environmental Management, Volume I, "Final Results Report, In-Situ Grouting     
Technology for Application in Buried Transuranic Waste Sites" was published in  
September 2002, by INEEL. Volume I summarized the technology and presents       
results of a two-year, three-phase treatability study conducted by the INEEL.   
Volume II was published in April 2003 and contains the results of analytical    
calculations on the long-term durability of monoliths created by in-situ        
grouting and on the long-term performance of a treated buried waste site.       

      Our Company believes that the approval of the GMENT material for the
treatment and stabilization of buried low-level mixed waste in certain areas of 
the Subsurface Disposal Area (SDA) at the DOE site in Idaho Falls, Idaho, could 
provide initial and significant revenues for the Company. With the acceptance   
and approval of GMENT in Idaho, our Company would aggressively pursue other     
waste sites identified in the United States with similar waste problems. Initial
contacts have been made at two other DOE sites, based on the initial information
disclosed in Volume I of the Idaho report, where GMET may have end use          
application.                                                                    

         In addition to its focus specifically on GMENT applications and the PET
Technology, our Company will continue to search out and acquire technologies or 
obtain licenses to use technologies that have multiple market applications in   
line with the Company's core expertise and know-how. The Company has expended   
time and effort in the analysis of several new technologies. As a result of its 
analysis, our Company has identified technologies that may field commercially   
viable products suitable for related applications in the environmental cleanup  
market.                                                                         

   As with the development of any new technology, until a commercial
product has been developed, purchased and utilized by a third party, the        
efficacy of the product is in question. But our Company believes that based on  
the developments to date, the Company should anticipate a commercial product in 
the next 12 to 18 months after Volume II from the subject project is received   
and final government approval is received. However, our Company ' ability to    
market existing technologies and to acquire new technologies may ultimately be  
limited by its lack of financial resources.                                     

   Until completion of the final development of a technology and the
commencement of sales, our Company will have minimal or no operating revenues   
but will continue to incur substantial expenses. Our Company may not be able to 
complete development of any technology or if completed, manufacture the         
technology on a large-scale basis or at a feasible cost. Further, its           
technologies may not receive market acceptance. Being a development stage       
entity, our Company is subject to all the risks inherent in the establishment of
a new enterprise and the marketing and manufacturing of a new product, many of  
which risks are beyond the control of our Company.                              

      Our Company's business model is to obtain long-term supply contracts
for its products with private-Company general contractors or other affiliates   
which have master contracts with selected waste sites. Revenues, if any, will be
recorded when a contract is effected, the products are delivered, and           
collectibility of the receivable is reasonably assured. Our Company does not    
intend to manufacture its products. We have identified possible outsource       
manufacturers with the capability and capacity to produce our products. We      
believe that our margins will be between 12% and 15% of revenues, using         
outsource manufacturers. The DOE site in Idaho Falls, Idaho, has 14 acres of    
low-level solid waste which may be treated by our GMENT product. The estimated  
revenue potential for the Idaho site is for 2.4 million gallons, per year, for  
ten (10) years or approximately $70 million. Our Company has identified other   
sites in the United States containing wastes that potentially may be treated    
with GMENT; however, current emphasis is on the Idaho Falls site. There are no  
assurances that our Company will be selected as a provider of specialty grout   
GMENT for the Idaho DOE site project.                                           

     With the receipt of Volume II of the "Final Results Report, In Situ
Grout Technology for Application in Buried Transuranic Waste Sites," published  
in April 2003 by INEEL, we believe we have completed all the initial and        
intermediate testing and evaluation of its GMENT technology at the Idaho Falls  
site.                                                                           

        We believe we can satisfy our immediate cash requirements for a period
of 60 days assuming the Merger is closed on or before June 30, 2005. Thereafter,
TVGR will rely in part on Sutura to fund our operations and on fundraising      
activities. If the Merger does not close for any reason, TVGR must raise capital
within 90 days or it will be required to cease operations.                      

-33-

DEF 14C
34th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 34th
                                                        [Enlarge/Download Table]
                       TVGR MANAGEMENT                                                       

NAME                       AGE          TITLE                                                
----                       ---          -----                                                
                                                                                             
James B. Lahey            70             Chairman of the Board of Directors, President, Chief
                                         Executive Officer, and Director                     

James A. Giansiracusa     56             Chief Operating Officer, Secretary, Chief Financial 
                                         Officer and Director                                

William N. Whelen, Jr.    67             Director                                            


      Set forth below is a brief description of the business experience of
the persons serving as TVGR's directors and execute officers.                   

  MR. JAMES B. LAHEY became President and a director of Technology
Visions in March 1995. From 1993 through 1994 he was President and Executive    
Vice President of Sensotron, Inc., which develops technologically advanced      
transducer products. From 1989 to 1992 he was Corporate Executive Vice President
of W. S. Shamban & Co., a manufacturer of engineered sealing systems. He has    
previously held senior management positions with W.R. Grace & Co. and Ausimont  
U.S.A. Mr. Lahey holds a Bachelors degree in Civil Engineering from Manhattan   
College and is a registered professional engineer in New York.                  

        MR. JAMES A. GIANSIRACUSA has been the Secretary of Technology Visions
since October 1993 and became Vice President - Operations in January 1994 and   
Chief Operating Officer in 1997. Before joining Technology Visions, Mr.         
Giansiracusa was a Lieutenant Colonel in the United States Marine Corps where   
his duties included command billets in both aviation and infantry. He was also a
consultant for Wackenhut Services International, an international security firm,
from 1991 to 1992. During Mr. Giansiracusa's military service he, at times, was 
responsible for over 1,300 persons. Mr. Giansiracusa participated in strategic  
planning relative to many global scenarios. Mr. Giansiracusa holds a Master of  
Science degree in Systems Management from the University of Southern California.

   MR. WILLIAN N. WHELEN, JR. was appointed a director of Technology
Visions in September 1996. Mr. Whelen serves on the board of Alpha Online Power 
Corporation, a public company and is a trustee for the Episcopal Diocese of     
Delaware. He holds a Bachelor of Science Degree in Electrical Engineering from  
Widener University of Chester, Pennsylvania.                                    

MARKET FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  

      TVGR's common stock is traded over-the-counter and quoted on the OTC
Electronic Bulletin Board on a limited and sporadic basis under the symbol      
"TVGR." The reported high and low bid and asked prices for the common stock are 
shown below for the periods from January 1, 2002 through December 29, 2004. The 
prices presented are bid and ask prices, which represent prices between         
broker-dealers and do not include retail mark-ups and mark-downs or any         
commission to the broker-dealer. The prices may not necessarily reflect actual  
transactions.                                                                   

-34-

DEF 14C
35th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 35th
                                                        [Enlarge/Download Table]
                                            PERIOD             HIGH           LOW     
                                      -------------------  ------------  -------------
                                                                                      
Fiscal Year Ended December 31, 2002   First Quarter              $0.18          $0.03 
                                      Second Quarter             $0.13          $0.05 
                                      Third Quarter              $0.18          $0.05 
                                      Fourth Quarter             $0.19          $0.06 

Fiscal Year Ended December 31, 2003   First Quarter              $0.16          $0.07 
                                      Second Quarter             $0.20          $0.07 
                                      Third Quarter              $0.20          $0.05 
                                      Fourth Quarter             $0.10          $0.05 

Fiscal Year Ended December 31, 2004   First Quarter              $0.14          $0.06 
                                      Second Quarter             $0.11          $0.05 
                                      Third Quarter              $0.08          $0.05 
                                      Fourth Quarter             $0.11          $0.03 

Fiscal Year Ending December 31, 2005  First Quarter*             $0.08          $0.06 

* Through April 15, 2005                                      

      As of December 29, 2004 there were approximately 302 stockholders of
record of TVGR common stock.                                                    

DIVIDENDS                                                     

       TVGR has not paid any cash dividends on its common stock and does not
expect to do so in the foreseeable future. TVGR anticipates that any earnings   
generated from future operations will be used to finance its operations. No     
restrictions exist upon TVGR's ability to pay dividends.                        

ABOUT SUTURA, INC.

Overview                                                      

       Sutura(R), Inc. is a medical device company that has developed a line
of innovative, minimally invasive vascular suturing devices to suture the       
puncture created in arteries during open surgery and catheter-based procedures. 
Sutura's objective is to become the leader in medical devices for vascular      
suturing. Many fluoroscopically guided catheterization procedures rely on       
percutaneous access to the vascular system through a puncture in the artery.    
Many open surgical procedures are performed directly through the arteriotomy or 
through a cannula. The majority of procedures lead to a diagnosis and           
therapeutic treatment of coronary artery disease. As part of a typical          
procedure, a physician inserts the SuperStitch either directly into the         
arteriotomy or through an introducer sheath or cannula into the artery.         
Following performance of diagnostic or therapeutic treatments or open surgical  
intervention through the open arteriotomy, catheter sheath or cannula, the      
arteriotomy site must be closed.                                                

Sutura's SuperStitch(R) products allow physicians to close the
arteriotomy using fluoroscopic guidance while working through the catheter      
sheath introducer or cannula as well as direct visualization in an open setting.
Development of the SuperStitch(R) technology began in 1994, and Sutura has been 
granted seven patents with claims for its SuperStitch(R) technology. Sutura has 
additional patents on file domestically and internationally.                    

-35-

DEF 14C
36th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 36th
       Sutura meets the definition of a "Small Business Issuer" as such term
is defined in Item 10(a) of Regulation S-B under the Securities Exchange Act of 
1934, as amended. Sutura currently has 34 employees and maintains its           
headquarters in Fountain Valley, California, in a 20,000 square foot facility.  
This facility is a QSR (Food and Drug Administration - Quality Systems          
Regulations) and ISO (International Standards Organization) certified           
freestanding facility with 2,000 square feet of cleanroom space and an          
additional 3,200 square feet convertible to cleanroom, if required. Sales       
offices (with warehouse space) of approximately 1,000 square feet each are      
leased in Eindhoven, the Netherlands and La Gaude, France to support sales and  
marketing efforts in Europe. Sutura was incorporated in Delaware in 1996 under  
the name NR Medical, Inc., and changed its name to Sutura, Inc. in July 1998.   
Sutura's headquarters are located at 17080 Newhope Street, Fountain Valley,     
California 92708; its telephone number at that address is (714) 437-9801.       
"Sutura(R)" and "SuperStitch(R)" are registered trademarks.                     

      As of the date of this information statement there are approximately
seventy-five (75) holders of Sutura common stock.                               

Recent Developments                                           

PROPOSED MERGER                             

        The Board of Directors of Sutura believes that a Merger with a company
whose stock is publicly traded will provide greater access to debt and equity   
funding that is necessary to enable Sutura to effectively launch and market its 
products in the medical device market. The Sutura Board also believes that      
employees and consultants in general attribute greater value to receiving       
options and restricted stock in a publicly-traded company and that having a     
public market for its stock will increase Sutura's success in attracting and    
retaining quality personnel. As a result, Sutura began examining opportunities  
to merge with a publicly-traded company in April of 2004. On July 8, 2004,      
Sutura, Inc. entered into an Agreement and Plan of Merger with Millenium Holding
Group, Inc., a Nevada corporation whose stock is traded on the OTCBB, which     
provided for the Merger of Sutura with and into Millenium Holding Group if      
certain closing conditions were met. One of the closing conditions required that
Millenium Holding Group enter into definitive agreements contemplating the      
purchase by a third party of at least $15.0 million of equity securities in the 
surviving company post-Merger. Subsequent to entering into the Agreement and    
Plan of Merger, Millenium Holding Group executed a financing agreement with     
Fusion Capital Fund II, LLC, a Chicago-based institutional investor, pursuant to
which Fusion Capital agreed to purchase up to $20,000,000 in equity of the      
surviving company following consummation of the Merger, subject to certain      
conditions.                                                                     

     As Sutura and Millenium Holding Group continued to work towards the
closing of the proposed Merger, it became evident to Sutura that Millenium      
Holding Group likely would not be able to comply with the closing conditions    
specified in the Agreement and Plan of Merger within the time frames            
contemplated by that agreement. Additionally, following execution of the Merger 
agreement with Millenium Holding Group, Sutura became aware of certain facts    
which led it to believe that Millenium Holding Group was in breach of certain   
provisions of the Merger Agreement and became concerned as to the level of      
actual and potential liabilities to which the company and, as a result the      
proposed Merger, the Sutura stockholders would be exposed. Further, an          
additional concern arose when Fusion Capital indicated its intent to cancel its 
financing agreement with Millenium Holding Group on October 12, 2004. Fusion    
Capital formerly terminated its financing agreement with Millenium Holding Group
pursuant to the permitted termination provision of that agreement on November 1,
2004, as a result of the failure of Millenium to meet certain conditions on or  
prior to October 30, 2004. Sutura raised these concerns with Millenium Holding  
Group on multiple occasions; however, Millenium Holding Group did not address   
these concerns to the satisfaction of the Sutura Board. Lastly, in light of the 
Whitebox loan transaction, described below, Sutura must raise additional funds  
in a timely manner in order to meet its payment obligations to the Whitebox     
noteholders. As such, the Board of Sutura considers the timing and certainty of 
a possible Merger transaction with a publicly-traded company to be critical     
considerations. Under the Merger Agreement with Millenium Holding Group, Sutura 
had the right to terminate the agreement if the Merger has not been consummated 
by November 30, 2004.                                                           

-36-

DEF 14C
37th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 37th
    In light of the timing considerations and the failure of Millenium
Holding Group to adequately address the concerns raised by Sutura, Sutura       
notified Millenium Holding Group that the Sutura Board of Directors would be    
evaluating other possible Merger transactions. On October 15, 2004, Technology  
Visions Group, Inc., a Delaware corporation, whose stock is traded on the OTCBB,
presented Sutura with an alternative Merger transaction. Technology Visions     
Group was made aware of Sutura's interest in merging with a publicly-traded     
company through its existing relationship with Fusion Capital Fund. Fusion      
Capital is a shareholder of TVGR and has an agreement with TVGR to purchase up  
to $6.0 million of its common stock, subject to certain conditions. TVGR        
formally presented its initial Merger proposal to Sutura's Board on October 19, 
2004. During this meeting, Sutura's Board of Directors authorized the officers  
to negotiate with TVGR regarding the terms of a possible Merger transaction.    

      When first presented with TVGR's initial Merger proposal in October,
Sutura provided a copy of the proposal to Millenium Holding Group and informed  
Millenium that the Sutura Board would evaluate the proposal as compared to the  
proposed Merger with Millenium. In response, Millenium Holding Group informed   
Sutura that it would evaluate its legal options if Sutura were to terminate the 
existing Merger Agreement, and would consider litigation against Sutura and/or  
Fusion Capital Fund if appropriate. At this time, the Sutura Board of Directors 
believes it has acted in a manner consistent with its fiduciary duties by       
evaluating all available proposals and considering all facts and circumstances  
to determine which transaction is in the best interests of Sutura and its       
stockholders.                                                                   

      On November 22, 2004, following several weeks of negotiation the new
Merger proposal between Sutura and TVGR was presented to the Board of Directors 
of Sutura for consideration. The Board evaluated the TVGR proposal as compared  
to the proposed transactions with Millenium Holding Group. In its evaluation of 
the two proposed transactions, the Sutura Board considered numerous factors,    
which included the following:                                                   

     (i) the Board's concerns regarding certain believed breaches of the
Merger agreement by Millenium Holding Group, the ability of Millenium Holding   
Group to satisfy certain closing conditions within the timeframes contemplated  
by the Merger Agreement, and potential post Merger liability risks; all of which
had been raised to Millenium Holding Group;                                     

  (ii) the Board's concerns as to difficulties in dealing with the
management and Board of Directors of Millenium Holding Group and what effect    
this could have on the timing of completing any Merger with Millenium Holding   
Group, if at all;                                                               

    (iii) the terms of the relevant agreements, which provide that the
debts and liabilities (other than trade payables incurred in the ordinary       
course) to be assumed post Merger by the surviving company pursuant to the TVGR 
proposal is $50,000 versus $185,000 contemplated in the Millenium Holding Group 
Merger Agreement;                                                               

        (iv)  the Board's concerns that the debts and liabilities of Millenium
Holding Group are far in excess of $185,000, and the failure of Millenium       
Holding Group to provide to Sutura requested information on the current level of
its debt and liabilities;                                                       

     (v) the terms of the TVGR Merger proposal which provides the Sutura
stockholders, on a fully diluted, as converted basis, with 95% of the equity    
ownership of the surviving company's as compared to 90% in the Merger Agreement 
with Millenium Holding Group;                                                   

       (vi) the Board's belief that the surviving company following a Merger
with TVGR would have better success in securing necessary debt and equity       
financing then would the surviving company of a Merger with Millenium Holding   
Group; and                                                                      

         (vii) the Board's analysis of the risk that Millenium Holding Group may
assert legal claims against Sutura or the surviving company if Sutura decides to
proceed with a Merger transaction with TVGR, and an analysis of the risk that   
any such claims would be successful on the merits.                              

       Upon completing its evaluation, the Sutura Board unanimously approved
the TVGR proposal as being in the best interests of Sutura and its stockholders 
and withdrew its approval of the Merger with Millenium Holding Group, Inc. The  
Agreement and Plan of Merger entered into by Millenium Holding Group and Sutura 
provides that either party may terminate the agreement if the Merger is not     
consummated on or prior to November 30, 2004. Sutura provided Millenium Holding 
Group with written notice of is election to terminate the agreement on December 
10, 2004.                                                                       

-37-

DEF 14C
38th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 38th
RECENT PENDING AND THREATENED LITIGATION    

       On February 16, 2005, Milleniun Holding Group, Inc. filed a complaint
against Sutura alleging, among other things, that Sutura conspired with Fusion  
Capital, to breach the implied covenant of good faith and fair dealing in       
connection with the termination of its relationship with Millenium. Sutura      
believes the claims referenced by Millenium in its complaint are without merit  
and intends to vigorously defend itself against all such allegations.           

         In January, Sutura and its CEO, Mr. Nobles, were named as defendants in
a third party complaint by Camden Holding, Inc. In its complaint, Camden alleged
that Sutura and Mr. Nobles conspired to interfere and intentionally interfered  
with Camden's contractual relationship with Millenium. These allegations arise  
out of a current dispute between Camden and Millenium concerning Millenium's    
termination of its relationship with Camden. Millenium and it s CEO, Mr. Richard
Ham, are also named as defendants. Sutura believes that the claims made against 
it and Mr. Nobles are without merit and intends to vigorously defend itself and 
Mr. Nobles against such allegations.                                            

     In June, the Board of Directors of Sutura received a correspondence
from an attorney on behalf of certain minority shareholders of Sutura demanding 
that the board commence litigation proceedings against Messrs. Nobles and       
Ratering based upon various alleged improper actions. The correspondence        
indicated that if the board failed to take the demanded action, then the        
minority shareholders would proceed with a derivative action against Messrs     
Nobles and Ratering on behalf of Sutura, as well as seek to enjoin the Merger   
and seek for an accounting and dissolution of Sutura. A Special Committee of the
board was appointed to review the allegations made by the minority shareholders.
After review and investigation of the various allegations, the Special Committee
has determined that the allegations are not substantiated by the facts and are  
without merit. Accordingly, the Special Committee has recommended to the board  
that the demand by the minority shareholders be rejected.                       

WHITEBOX LOAN TRANSACTIONS                  

 Whitebox I. On September 17, 2004, Sutura, Inc. entered into an
agreement with Pandora Select Partners L.P., a British Virgin Islands limited   
partnership, Whitebox Hedged High Yield L.P., a British Virgin Islands limited  
partnership, Whitebox Convertible Arbitrage Partners L.P., a British Virgin     
Islands limited partnership, Whitebox Intermarket Partners L.P., a British      
Virgin Islands limited partnership, Gary S. Kohler and Scot W. Malloy pursuant  
to which Sutura borrowed an aggregate amount of $6,550,000 from such investors  
in exchange for the issuance of secured convertible promissory notes and        
warrants to purchase shares of Sutura common stock.                             

      The convertible promissory notes bear interest at the annual rate of
12%. Sutura is required to make aggregate quarterly interest payments on the    
notes of $196,500 on December 17, 2004 and on each of March 17, June 17,        
September 17 and December 17, 2005. Additional interest will accrue in the event
that, following consummation of an anticipated Merger transaction, Sutura fails 
to timely file a registration statement under the Securities Act of 1933, as    
amended, registering the resale of the shares issuable upon conversion of the   
secured convertible promissory notes and upon exercise of the warrants. Unless  
converted into Sutura common stock pursuant to the terms provided therein, the  
outstanding principal balance on each note is due and payable as of March 17,   
2006 in a lump sum. The notes are secured by a security interest in all of      
Sutura's assets pursuant to a security agreement.                               

         Each noteholder may elect to convert its respective note into shares of
Sutura's common stock at any time while any portion of the principal or interest
is outstanding by providing written notice to Sutura. The Merger Agreement with 
TVGR provides that obtaining the consent of the noteholders to the Merger is    
required prior to the closing. Whitebox Advisors, LLC, as agent for the         
noteholders, has consented to the Merger transaction with TVGR and such consent 
provides that the conversion rate of the notes following a Merger with TVGR will
be treated in the same manner as if Sutura had merged with Millenium Holding    
Group.                                                                          

       The conversion rate for the notes is determined by dividing the total
number of outstanding shares of Sutura common stock (on a fully diluted, as     
converted basis, but not assuming exercise of the warrants issued to the        
noteholders) into $100,000,000.                                                 

       The total number of warrant shares issuable to the noteholders in the
aggregate is determined by dividing $6,550,000 by the conversion rate determined
using the same conversion rate formula used for the notes as discussed above.   

      The per share exercise price for the warrant shares will be equal to
the conversion rate; provided, however, that the exercise price of one-half of  
the warrant shares is subject to a downward adjustment, if any, one-year after  
the Merger to a price equal the average closing bid price of the post-Merger    
common stock of the surviving company for the 60-day trading period preceding   
the one-year anniversary of the Merger.                                         

-38-

DEF 14C
39th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 39th
         As of March 31, 2005, assuming 10,414,983 shares of Sutura Common Stock
outstanding on a fully diluted as converted basis, the total number of shares   
issuable upon conversion of the Whitebox I convertible promissory notes would be
approximately 762,082 and the total number of shares issuable upon exercise of  
the Whitebox I warrants would be 664,813, at a per share exercise price of      
approximately $9.85.                                                            

       Whitebox II. On March 24, 2005, Sutura entered into an agreement with
Pandora Select Partners, L.P., Whitebox Hedged High Yield Partners, L.P., and   
Whitebox Intermarket Partners, L.P., pursuant to which Sutura borrowed an       
aggregate amount of $3,000,000 from such investors in exchange for the          
issuance of secured convertible promissory notes and warrants to purchase shares
of Satura common stock. The notes bear interest at the annual rate of 8 %.      
Sutura is required to make aggregate quarterly interest payments on these notes 
of $60,000 on the last day of each of June, September and December 2005 and     
each of March, June and September 2006. On September 30, 2006, the entire       
outstanding principal balance shall be due in a lump sum payment together with  
all then accrued, but unpaid interest.                                          

       Each note holder may elect to convert its respective note into shares
of Satura's common stock at any time while any portion of the principal or      
interest is outstanding by providing written notice to Satura. The notes provide
that the applicable conversion rate used to determine the number of shares to be
issued upon conversion of any note is determined as follows:                    

      Prior to the earlier of the effective date of the proposed merger of
Sutura and TVGR or the date on which Satura enters into any definitive agreement
relating to the sale, license or disposition of substantially all of its assets 
(other than the proposed merger with TVGR) then the conversion rate shall be    
determined by dividing the total number of outstanding shares of Sutura common  
stock (on a fully diluted, as-converted basis, but not assuming exercise of the 
warrants or convertible notes issued in this transaction) into $150,000,000.    
If the merger with TVGR is consummated, then the conversion rate will be the    
greater of: (i) the amount determined by dividing $150,000,000 by the total     
number of shares of the common stock outstanding as of the date immediately     
preceding the day on which the holder provides notice of its intent to convert, 
assuming the exercise of all outstanding options, warrants or other right to    
acquire shares of the successor's common stock or securities convertible in     
exchangeable successor's common stock (but not assuming the conversion of the   
convertible notes or exercise of the warrants issued pursuant to this           
transaction); or (ii) the average closing bid price (rounded to the nearest one 
cent per share) for TVGR common stock for the 20 trading days preceding notice  
by the holder of its intent to convert the promissory note into shares of TVGR  
common stock.                                                                   

         Pursuant to the agreement, an initial $1,000,000 was immediately funded
to Sutura on March 24, 2005. The remaining $2,000,000 of the financing and the  
warrants attributable thereto, were initially being held in an escrow account to
be released upon performance by the company of certain milestone objectives.    
Sutura performed the required milestones and the additional $2,000,000 and      
related warrants were released from escrow on May 16, 2005. Additionally, as    
part of the transaction, the Whitebox parties to this financing were granted an 
option right to purchase up to an additional $2,000,000 of notes and $500,000   
worth of warrants, which right is exercisable until the later of 180 days       
following the closing date of the initial funding of this transaction, or 120   
days following the effective date of the proposed merger with TVGR.             

         As part of this second Whitebox financing transaction, the total number
of warrant shares issuable to the note holders in the aggregate is determined by
dividing $750,000 by the conversion rate determined using the same conversion   
rate formula used above for the convertible promissory notes in this            
transaction. Assuming no merger is completed, and assuming 10,413,983 shares of 
Satura stock outstanding on a fully diluted as-converted basis, the total number
of shares issued upon conversion of the convertible promissory notes would be   
approximately 242,765 and the total number of shares issuable upon exercise of  
the warrants would be approximately 60,691, at a per share exercise price of    
approximately $12.36                                                            

-39-

DEF 14C
40th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 40th
FUSION CAPITAL FINANCING                    

       On March 4, 2005, Sutura and Fusion Capital Fund II, LLC entered into
an agreement pursuant to which Sutura borrowed $500,000 in exchange for the     
issuance of an unsecured convertible promissory note and warrants to purchase   
shares of Sutura common stock. The note bears interest at 8 % per annum and all 
outstanding amounts of principal and interest due thereunder are payable on     
March 4, 2006. The company has no right to prepay the amounts due under the     
promissory note. At its election, Fusion Capital may convert, at any time, all  
or any portion of the outstanding amounts of principal and interest due under   
the note into shares of Sutura common stock at a conversation price equal to the
lesser of (i) a price per share (on a fully-diluted basis) based on a           
$125,000,000 valuation for Sutura or (ii) in the event that the common stock of 
Sutura (or any successor of Sutura) is at the time of conversion traded or      
listed on an exchange or market, then the lesser of (a) a price per share (on a 
fully-diluted basis) based on a $125,000,000 valuation for Sutura, (b) the      
average closing trading prices for the ten consecutive trading days prior to the
date of the note, (c) the average closing sales prices for any successor's      
common stock for the ten consecutive trading days beginning on the trading day  
immediately after consummation of any acquisition of Sutura by such successor   
company or an initial public offering of such successor company and (d) the     
average of the closing sale prices for the common stock for the ten consecutive 
trading days prior to the second trading day immediately prior to the           
commencement of purchases of common stock of the successor company by Fusion    
Capital pursuant to any stock purchase agreement between Fusion Capital and such
successor company.                                                              

      As part of the issuance of the note to Fusion, Sutura also issued to
Fusion Capital a warrant to purchase that same number of shares that is         
determined to be issuable upon the full conversion of the note issued to Fusion.
The exercise price for such shares under the warrant shall be at an amount equal
to the conversion price determined for the note in accordance with the formula  
described above. Fusion Capital may exercise its right to purchase the warrant  
shares until March 4, 2010.                                                     

    Assuming 10,413,983 shares of Sutura common stock outstanding on a
fully-diluted as converted basis, the total number of shares issuable upon      
conversion of the Fusion Capital convertible promissory note would be           
approximately 58,174 and the total number of shares issuable upon exercise of   
the Fusion Capital warrant would be 58,174, at an exercise price of $10.69.     

BURROWS SETTLEMENT                          

        On September 17, 2004, Sutura entered into a settlement agreement with
Bruce Burrows and Oasis Corporation, an Ohio corporation, pursuant to which     
Sutura paid Mr. Burrows a total of $2,375,000 as payment in full for all amounts
due and payable under a certain 8% convertible promissory note in the principal 
amount of 2,000,000, issued by Sutura to Mr. Burrows on September 27, 2001,     
payment of certain expenses, and providing for the repurchase of 61,902 shares  
of Sutura's common stock held by Burrows. Additionally, as part of the          
settlement, Mr. Burrows and Sutura agreed to terminate a warrant to purchase    
60,000 shares of Sutura common stock previously issued to Mr. Burrows.          

NOVAK SETTLEMENT                            

    On October 19, 2004, Sutura, Alfred Novak, Go Industries, Inc. and
Novacon, LLC entered into a settlement agreement pursuant to which Sutura paid  
Mr. Novak $1,197,920 as payment in full for all amounts due under a certain 8%  
convertible promissory note in the principal amount of $1,000,000, issued by    
Sutura to Mr. Novak on September 1, 2001, as well as in settlement of certain   
expenses and consulting fees claimed due Mr. Novak and Novacon.                 

SuperStitch Products                                          

     Sutura believes that its SuperStitch products permit the definitive
closure of the arteriotomy site following open surgical and fluoroscopically    
guided procedures. Further, the SuperStitch products provide sutured closure of 
the arteriotomy site utilizing the existing catheter sheath introducer or       
cannula during fluoroscopically guided procedures and directly through the open 
arteriotomy during open surgical procedures. The SuperStitch products are       
designed for ease of use by physicians, to provide hemostasis.                  

         Within the United States the SuperStitch device has been cleared by FDA
under section 510(k) of the Federal Food, Drug, and Cosmetic Act ("FDC Act") for
use in performing vascular stitching in general surgery, including endoscopic   
procedures. It is not intended for blind closure of an arteriotomy site. The    
SuperStitch device is designed for use with or without an access device (e.g.,  
trocar sheath, or cannula), for use during minimally invasive surgical          
procedures, fluoroscopically guided procedures, or in an open setting. The      
SuperStitch is approved in the European Union and CE marked with the indication 
for use as follows: The SuperStitch is indicated for use in performing vascular 
stitching in general surgery, including endoscopic procedures. In the EU there  
is no requirement for the use of fluoroscopic guidance.                         

-40-

DEF 14C
41st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 41st
      The research and development of Sutura's products is performed under
the direction of Anthony Nobles, CEO/President and Ben Brosch V.P. of           
Engineering and Research and Development. Sutura's research and development     
staff have been focused on the current versions of the F6 and F8 SuperStitch    
product, which which Sutura has just begun to market. Sutura's engineers and    
their resources are focused to develop and improve existing product designs, to 
reduce cost and improve the manufacturability of these designs, and to develop  
advanced designs to be utilized in other applications.                          

Sutura's current products are:                                

     F5 SUPERSTITCH. Sutura has prototyped this product and expects this
product to allow for sutured closure of smaller arteriotomies. The F5           
SuperStitch has not yet been cleared or approved and will required clearance    
and/ or approvals by both the FDA and European regulatory authorities prior to  
commercialization.                                                              

   F8 & F6 SUPERSTITCH . Sutura has just begun releasing the updated
versions of the F6 & F8 SuperStitch products. The SuperStitch has a newly       
designed handle that reduces the already simple 5-step process to an even       
simpler 3-step process. The SuperStitch also incorporates additional other      
features that Sutura believes will improve ease of use of the product.          

        F12 & F18 SUPERSTITCH. Sutura has prototyped and tested these products
in cadavers and live tissue models and expects this product to address the      
growing market of abdominal aortic aneurysms. Sutura believes that this will    
allow Sutura to set itself apart from its competitors by producing a product to 
close holes of these sizes. The F12 and F18 SuperStitch devices have not yet    
been cleared or approved and will require 510(k) clearance and/or PMA approval  
by FDA and approval by European regulatory authorities prior to                 
commercialization.                                                              

         SUPERSTITCH ASD & SUPERSTITCH PFO. Sutura has prototyped these products
and expects to begin testing in the first half of 2005. Sutura believes that    
these products represent a significant financial potential for Sutura and       
believes that the financial opportunity for these products will rival that of   
the F6 and F8 product line. The AFD and PFO SuperStitch devices have not yet    
been cleared or approved and will require 510(k) clearance and/or PMA approval  
by FDA and approval by European regulatory authorities prior to                 
commercialization.                                                              

        Sutura's F8 & F6 SuperStitch products are cleared under Section 510(k)
of the FDC Act to be sold in the U.S. and Sutura has CE mark permitting sale of 
the F8 & F6 products in Europe. Sutura has also met all of the registration     
requirements for selling the SuperStitch F8 & F6 devices in Australia. To date, 
Sutura has had limited sales of the F8 & F6 products in Europe. Sutura is in the
process of expanding its marketing and sales force to expand the marketing      
launch of the F8 & F6 products in the U.S. and to expand its European sales     
efforts.                                                                        

Business Strategy                                             

Sutura's strategy is to become the leader in the development, 
manufacturing and marketing of minimally invasive vascular suturing devices.    
Sutura's products are currently marketed to physicians for open surgical        
intervention and fluroscopically guided procedures. Marketing of the F8 & F6    
products has just begun in the U.S. Sutura plans to market its products in the  
U.S. through a direct sales organization. Sutura believes that a majority of    
procedures performed in the United States are performed in high volume medical  
centers. Sutura believes that it can effectively service the centers with a     
small focused sales group. Sutura will utilize its sales force to introduce its 
products to customers, provide focused physician training in product use and to 
maintain relationships by addressing product needs and responding to customer   
needs for products as well as keeping the customer updated on Sutura's current  
devices and product development plans.                                          

         Sutura has been selling in the European market through its distribution
network in Spain and Italy and directly marketing and selling products in       
France. During fiscal year 2005, Sutura expects to expand into Germany and the  
U.K. and several other European countries. Sutura has several distributors      
including Palex in Spain, AB Medica in Italy, and Getz Bros. in Australia, Japan
and the rest of Asia. We have recently begun initial sales in Australia and we  
expect to launch Hong Kong and China next year. Sutura has begun hiring its U.S.
sales force in the fourth quarter of 2004 and has just commenced the domestic   
launch of its F8 & F6 products.                                                 

-41-

DEF 14C
42nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 42nd
Manufacturing                                                 

  Sutura currently manufactures, assembles, tests and packages its
SuperStitch products at its facility in Fountain Valley, California. Sutura     
purchases certain components from various suppliers and relies on single-source 
suppliers for certain parts to its devices. To date, Sutura has not experienced 
any significant adverse effects resulting from shortages of components; however,
future shortages or delays as Sutura scales up its activities in support of its 
sales in the U.S. and internationally could have a material adverse effect on   
Sutura's business, financial condition and results of operations. Sutura has    
just announced the release of its updated version of the SuperStitch product,   
and any problems encountered in manufacturing scale-up or availability of parts 
could have a material adverse effect on its business, financial condition and   
results of operations.                                                          

      Sutura is required to register as a medical device manufacturer with
the FDA and is subject to inspections by the FDA for compliance with good       
manufacturing practices and other applicable regulations. Additionally, in      
connection with its international sales, Sutura is also required to comply with 
various requirements and standards necessary to permit it to sell its products  
in other countries. All of these standards and practices require that Sutura    
maintain processes and documentation in a prescribed manner with respect to its 
manufacturing, testing and quality control activities relating to its products. 
Failure to achieve or maintain compliance with the applicable regulatory        
requirements or standards of the various regulatory agencies would have a       
material adverse effect on Sutura's business, financial condition and results of
operations.                                                                     

Competition                                                   

 Competition in the marketplace for vascular suturing devices is
intense, and Sutura expects competition to continue to increase in the future.  
Competition in the market includes conventional manual compression devices,     
mechanical compression devices, general surgical suturing systems, common suture
and needle holder systems for open surgery, collagen plug devices and           
suture/staple devices. Many of Sutura's competitors have substantially greater  
name recognition, PMA approval from FDA for more specific claims which may      
provide a competitive advantage, and financial resources than does Sutura.      
Further, certain of Sutura's competitors have greater financial resources and   
expertise in research and development, manufacturing, marketing and regulatory  
affairs than does Sutura. There can be no assurance that Sutura's competitors   
will not be more effective in marketing and developing products than Sutura or  
that Sutura will be able to compete effectively against such competitors.       

Patents and Proprietary Rights                                

        Sutura's policy is to protect its proprietary position by, among other
methods, filing United States and foreign patent applications to protect its    
technology and inventions that are important to its business. Sutura has been   
granted seven patents with claims for its SuperStitch technology. Sutura has    
additional patents on file, both domestically and internationally.              

     In 2002, Sutura received notice from Perclose, a division of Abbott
Laboratories, that certain of its technologies infringe Perclose's patents.     
Sutura believes that it does not infringe Perclose's or any third-party's       
patents and that it has a strong intellectual property position. Sutura has     
worked with its patent counsel and has obtained non-infringement opinions,      
including as to the Perclose patents, and has engaged legal counsel to prepare  
additional non-infringement opinions. Sutura and its management take a very     
aggressive stance toward this intellectual property position and will use all   
available resources to protect our rights. Sutura believes that its intellectual
property offers a barrier to competition and a competitive advantage compared to
other products.                                                                 

     Although Sutura has attempted to protect its technology through the
filing of various patents, patents within the medical device industry are       
uncertain and involve complex and involving legal and factual questions. The    
coverage sought by Sutura in its patent applications either may be denied or    
significantly reduced, both before or after the patent is issued. Accordingly,  
there can be no assurance that any patent applications will result in the       
issuance of patents or that the patents issued to Sutura now or in the future   
will provide significant or even sufficient protection or commercial advantage. 
Further, there can be no assurance that Sutura will have the financial resources
to defend its patents from infringement or claims of invalidity.                

-42-

DEF 14C
43rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 43rd
Government Regulation                                         

         Sutura's products are comprehensively regulated in the United States as
"medical devices" by the FDA under the Federal Food, Drug and Cosmetic Act,     
("FDC Act") and implementing regulations and require pre-market clearance or    
approval by the Food and Drug Administration ("FDA") prior to commercialization.
Further, material changes or modifications to medical devices are also subject  
to FDA review and clearance or approval. Pursuant to the FDC Act, the FDA also  
regulates the research, testing, manufacture, safety, labeling, storage,        
recordkeeping, advertising, distribution and production of medical devices in   
the U.S. Noncompliance with the applicable requirements can result in warning   
letters, fines, injunctions, civil penalties, recall or seizure of products,    
total or partial suspension of production, failure of the government to grant   
pre-market clearance or pre-market approval for devices, and criminal           
prosecution.                                                                    

Generally, before a new device can be introduced into the U.S.
marketplace, the manufacturer or distributor must obtain FDA clearance of a     
510(k) notification or approval of a pre-market approval ("PMA") application. If
a medical device manufacturer or distributor can establish that a device is     
"substantially equivalent" to a "predicate device" which is legally marketed as 
a class I or class II device or to a pre-amendment class III device for which   
the FDA has not called for PMAs, the manufacturer or distributor may seek       
clearance from the FDA to market the device by submitting a 510(k) notification.
A 510(k) notification may need to be supported by appropriate data, including   
clinical data, establishing the claim of substantial equivalence to the         
satisfaction of the FDA.                                                        

       After a device receives 510(k) clearance, any modification that could
significantly affect its safety or effectiveness, or that would constitute a    
major change in its intended use, requires a new 510(k) clearance or could      
require a PMA approval. The FDA requires each manufacturer to make this         
determination in the first instance, but the FDA can review any such decision.  
If the FDA disagrees with a manufacturer's decision not to seek a new 510(k)    
clearance, the agency may retroactively require the manufacturer to seek 510(k) 
clearance or PMA approval. The FDA also can require the manufacturer to cease   
marketing and/or recall the modified device until 510(k) clearance or PMA       
approval is obtained. Following submission of the 510(k) notification, the      
manufacturer or distributor may not place the device into commercial            
distribution until an order is issued by the FDA. No law or regulation specifies
the time limit by which the FDA must respond to a 510(k) notification. The FDA's
510(k) clearance pathway usually takes from four to 12 months, but it can last  
longer.                                                                         

       If a manufacturer or distributor of a medical device cannot establish
that a proposed device is substantially equivalent to a predicate device, the   
manufacturer or distributor must seek pre-market approval of the device through 
submission of a PMA application, which requires proof of the safety and         
effectiveness of the device to the FDA's satisfaction. The PMA approval pathway 
is much more costly, lengthy and uncertain. It generally takes from one to three
years or even longer. A PMA application must provide extensive preclinical and  
clinical trial data and also information about the device and its components    
regarding, among other things, device design, manufacturing and labeling. As    
part of the PMA review, the FDA will typically inspect the manufacturer's       
facilities for compliance with Quality System Regulation, or QSR, requirements, 
which impose elaborate testing, control, documentation and other quality        
assurance procedures.                                                           

Upon submission, the FDA determines if the PMA application is 
sufficiently complete to permit a substantive review, and, if so, the           
application is accepted for filing. The FDA then commences an in-depth review of
the PMA application, which typically takes one to three years, but may last     
longer. The review time is often significantly extended as a result of the FDA  
asking for more information or clarification of information already provided.   
The FDA also may respond with a "not approvable" determination based on         
deficiencies in the application and require additional clinical trials that are 
often expensive and time consuming and can delay approval for months or even    
years. During the review period, an FDA advisory committee, typically a panel of
clinicians, likely will be convened to review the application and recommend to  
the FDA whether, or upon what conditions, the device should be approved.        
Although the FDA is not bound by the advisory panel decision, the panel's       
recommendation is important to the FDA's overall decision making process.       

      If the FDA's evaluation of the PMA application is favorable, the FDA
typically issues an "approvable letter" requiring the applicant's agreement to  
specific conditions (e.g., changes in labeling) or specific additional          
information (e.g., submission of final labeling) in order to secure final       
approval of the PMA application. Once the approvable letter is satisfied, the   
FDA will issue a PMA for the approved indications, which can be more limited    
than those originally sought by the manufacturer. The PMA can include           
postapproval conditions that the FDA believes necessary to ensure the safety and
effectiveness of the device including, among other things, restrictions on      
labeling, promotion, sale and distribution. Failure to comply with the          
conditions of approval can result in material adverse enforcement action,       
including the loss or withdrawal of the approval.                               

       Even after approval of a PMA, a new PMA or PMA supplement is required
in the event of a modification to the device, its labeling or its manufacturing 
process. Supplements to a PMA often require the submission of the same type of  
information required for an original PMA, except that the supplement is         
generally limited to that information needed to support the proposed change from
the product covered by the original PMA.                                        

        After a device is placed on the market, numerous postmarket regulatory
requirements apply. These include: the QSR, labeling regulations, the FDA's     
general prohibition against promoting products for unapproved or "off-label"    
uses, the Medical Device Reporting regulation (which requires that manufacturers
report to the FDA if their device may have caused or contributed to a death or  
serious injury or malfunctioned in a way that would likely cause or contribute  
to a death or serious injury if it were to recur), and the Reports of           
Corrections and Removals regulation (which requires manufacturers to report     
recalls and field actions to the FDA if initiated to reduce a risk to health    
posed by the device or to remedy a violation of the FDCA).                      

        FDA enforces these requirements by inspection and market surveillance.
If the FDA finds a violation, it can institute a wide variety of enforcement    
actions, ranging from a public warning letter to more severe sanctions such as: 

o        fines, injunctions, and civil penalties;             
o        recall or seizure of products;                       
       o        operating restrictions, partial suspension or total shutdown
of production;                              
        o        refusing requests for 510(k) clearance or PMA approval of new
products;                                   
         o        withdrawing 510(k) clearance or PMA approvals already granted;
and                                         
o        criminal prosecution.                                

        On March 1, 2000, Sutura first received 510(k) clearance to market the
F8 SuperStitch devices and subsequently received 510(k) clearance to market the 
F6 SuperStitch, subject to the general and specific controls provisions of the  
FDC Act, which includes requirements for annual registration, listing of        
devices, good manufacturing practices, labeling and prohibitions against        
misbranding and adulteration.                                                   

  We have made modifications to our devices, including the current
devices, that we believe do not require new 510(k) clearance. There can be no   
assurance that the FDA would agree with any of our determinations not to seek   
such new clearance or that the FDA would not require us to submit a new 510(k)  
notice for any of the changes. If the FDA were to do so, we could be prohibited 
from marketing the modified devices until the FDA grants 510(k) clearance for   
the modified devices.                                                           

Product Liability and Insurance                               

  Sutura's business involves the risk of product liability claims.
Although Sutura maintains product liability insurance, there can be no assurance
that product liability claims will not exceed such insurance coverage limits or 
that such insurance or coverage limits will be available on commercially        
reasonable terms or at all, each of which could have a material adverse effect  
on Sutura.                                                                      

Legal Proceedings                                             

        Sutura is currently named as a defendant in a lawsuit filed against it
by Millenium Holding Group, Inc. and Sutura and Mr. Nobles are named as         
defendants in a third party complaint by Camden Holdings, Inc. See "About Sutura
- Recent Developments - Litigation." Both of these proceedings have been filed  
in the District Court, Clark County, in the State of Nevada. Although Sutura    
believes that the claims against it and Mr. Nobles as set forth in these        
complaints are without merit, and intends to vigorously defend against such     
allegations, if either or both of the proceedings are determined in a manner    
adverse to Sutura, such adverse determination would likely have a material      
adverse affect upon Sutura and upon the combined entity after consummation of   
the Merger. Sutura believes that there is no litigation pending against it that 
should have, individually or in the aggregate, a material adverse effect on its 
financial position or results of operations.                                    

-43-

DEF 14C
44th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 44th
 SUTURA MANAGEMENT

Executive Officers and Directors                              

       The following table sets forth information as to persons who serve as
Sutura's directors and executive officers, together with their positions and    
ages.                                                                           

                                                        [Enlarge/Download Table]
------------------------------- --------------- -------------------------------------------------------------
NAME                                     AGE             POSITION                                            
------------------------------- --------------- -------------------------------------------------------------
                                                                                                             
Anthony Nobles                           40     President, Chief Executive Officer and Chairman of           
                                                the Board of Directors                                       
------------------------------- --------------- -------------------------------------------------------------
Egbert Ratering                          56     Chief Financial Officer, Executive Vice President            
                                                and Director                                                 
------------------------------- --------------- -------------------------------------------------------------
John Crew, M.D.                          71     Director                                                     
------------------------------- --------------- -------------------------------------------------------------
Robert Hill                              65     Vice President of Operations                                 
------------------------------- --------------- -------------------------------------------------------------
Benjamin Brosch                          57     Vice President of Engineering and Research and               
                                                Development                                                  
------------------------------- --------------- -------------------------------------------------------------

      Set forth below is a brief description of the business experience of
the persons serving as Sutura's directors and executive officers.               

     ANTHONY NOBLES - CEO, PRESIDENT AND CHAIRMAN. Mr. Nobles co-founded
Sutura in 1996 with Mr. Ratering and has served as its Chairman of the Board    
from inception to date. He has also served as Sutura's President and Chief      
Executive Officer since inception to date, except for a brief period from       
January 2000 to October 2001 during which time he held the title of Chief       
Technology Officer. In addition, Mr. Nobles has founded other medical device    
companies with Mr. Ratering, for which he serves as an officer and director. He 
has been awarded various patents for medical devices for use in cardiovascular  
surgery, neurosurgery, obstetrics/gynecology, and vascular & general surgery.   

         EGBERT RATERING - CHIEF FINANCIAL OFFICER, EXECUTIVE VICE PRESIDENT AND
DIRECTOR. Mr. Ratering co-founded Sutura in 1996 with Mr. Nobles. He has served 
as a director of Sutura and as Executive Vice President and Managing Director of
Sutura's European subsidiaries since inception, and has served as Sutura's Chief
Financial Office since January, 2003. In addition, Mr. Ratering has founded     
other medical device start-up companies with Mr. Nobles, for which he serves as 
an officer and Director. Prior to co-founding Sutura, Mr. Ratering was employed 
by Cordis Corporation, a JOHNSON-JOHNSON company from 1976 to 1996 and was      
responsible for worldwide manufacturing for Cordis from 1995 to 1996.           

         JOHN CREW, M.D. - DIRECTOR. Dr. Crew has served as a director of Sutura
since September, 2002. Dr. Crew has been a practicing physician in the San      
Francisco/Daly City, California area since 1964. He is certified by the American
Board of Surgery, Vascular and the American Registry of Diagnostic Medical      
Sonographers. Dr. Crew is currently serving as the Director of Cardiovascular   
Surgical Research for the San Francisco Heart Institute at Seton Medical Center 
in Daly City, California and as the Medical Director for the San Francisco Wound
Care Center in Daly City, California. He has authored and co-authored numerous  
published articles on the vascular and cardiovascular related topics.           

         ROBERT HILL - VICE PRESIDENT. Mr. Hill joined Sutura in August, 1999 as
Vice President, Manufacturing. Mr. Hill now serves as Vice President of         
Operations. Mr. Hill served as Vice President, Operations at Neuro-Navigational 
Corp. from 1992 through 1999.                                                   

   BENJAMIN BROSCH - VICE PRESIDENT. Mr. Brosch joined Sutura at its
inception and has served as Vice President of Engineering and Research &        
Development since January 2004. Prior to that time, he served as Director of    
Research and Development and as Director of Machine Shop and Internal Resources 
at Sutura. Mr. Brosch has worked for several medical device firms at which he   
has held management and operational positions. Mr. Brosch is a co-inventor on   
several patents with Mr. Nobles, including the patents for the SuperStitch      
products.                                                                       

-44-

DEF 14C
45th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 45th
Executive Employment Agreements                               

NOBLES EMPLOYMENT AGREEMENT.                

   Mr. Nobles is currently employed by Sutura as its Chief Executive
Officer and President. The term of Mr. Nobles employment agreement extends from 
January 1, 2003 until December 31, 2007. Pursuant to his employment agreement,  
Mr. Nobles receives annual base salary of $250,000, subject to a minimum annual 
increase of no less than the increase in the average cost of living index. Mr.  
Nobles has founded, and for which he generally serves as an officer and         
director, various other medical device companies outside of the arterial vessel 
closure area. Mr. Nobles' employment agreement requires that he devote at least 
50% of his employable time, attention, skill and efforts to the faithful        
performance of his duties with Sutura. Mr. Nobles' employment agreement         
specifically prohibits Mr. Nobles from participating in a business that         
competes, with Sutura's business during his employment. It is anticipated that  
Mr. Nobles employment agreement will be assumed by the surviving company        
following the proposed Merger.                                                  

RATERING EMPLOYMENT AGREEMENT.              

    Mr. Ratering is currently employed by Sutura as its Executive Vice
President European Operations and serves as Sutura's Chief Financial Officer.   
Mr. Ratering's employment is at will and provides for an annual salary of Euro  
120,000 approximately ($150,000 U.S. dollars) and an additional Euro 20,000     
(approximately $25,000 U.S. dollars) in annual benefit allowance. It is         
anticipated that Mr. Ratering's employment agreement will be assumed by the     
surviving company following the proposed Merger ; provided, however, following  
the Merger it is expected that the surviving company will retain a separate     
individual to serve full-time as its Chief Financial Officer.                   

OTHER EXECUTIVES.                           

       The other executive officers identified in the Executive Officers and
Directors Table above do not have written employment agreements and are         
"at-will" employees. It is expected that each of those other executives will be 
offered "at-will" employment with the surviving company following the proposed  
Merger on substantially the same terms as their current employment with Sutura. 

                                                        [Enlarge/Download Table]
                                        SUMMARY COMPENSATION TABLE                                             

--------------------------------------------------- ---------------------------------------------------------- 
                                                             ANNUAL COMPENSATION                               
--------------------------------------------------- ---------------------------------------------------------- 
         NAME AND PRINCIPAL POSITION                YEAR            SALARY       BONUS       OTHER ANNUAL      
                                                                                             COMPENSATION      
--------------------------------------------------- --------------- ------------ ----------- ----------------- 
                                                                                                               
         Anthony Nobles,                            2004(1)         $250,000           -0-            $7,800   
Chief Executive Officer and President                                                                          
                                                    2003(2)         $250,800           -0-               -0-   

                                                    2002(3)         $232,800           -0-          $422,600(4)
--------------------------------------------------- --------------- ------------ ----------- ----------------- 
         Egbert Ratering,                           2004(5)         $150,000           -0-           $20,000   
Chief Financial Officer and Executive Vice                                                                     
           President                                2003(6)         $150,000           -0-           $25,000   

                                                    2002(7)         $126,000           -0-           $21,000   
--------------------------------------------------- --------------- ------------ ----------- ----------------- 

      (1)      $110,400 of salary and other compensation was paid in 2004.
               $147,000 of salary and other compensation has been accrued.
         (2)      No salary or other compensation was actually paid in 2003. All
amounts of 2003 salary were accrued.        
     (3)      $145,500 was paid in 2002. $87,300 of 2002 salary has been
accrued.                                    
  (4)      This amount reflects the forgiveness of all outstanding
                 principal and interest on a promissory note executed in favor
              of Sutura by Mr. Nobles, dated March 1, 2000 in the amount
of $422,600.                                
         (5)      No salary or other compensation was actually paid in 2004. All
amounts of 2004 salary were accrued.        
         (6)      No salary or other compensation was actually paid in 2003. All
amounts of 2003 salary were accrued.        
    (7)      $42,000 was paid in 2002. $84,000 of 2002 salary has been
accrued.                                    

     Sutura did not grant any stock options or stock appreciation rights
(SARS) to any named, executive officer during fiscal year 2003, or during fiscal
year 2004 to date.                                                              

-45-

DEF 14C
46th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 46th
PRINCIPAL STOCKHOLDERS OF SUTURA                              

Principal Stockholders Of Sutura                                                

      The following table sets forth the beneficial ownership of shares of
Sutura's common stock as of March 31, 2005.                                     

         Information with respect to beneficial ownership has been furnished for
each director, executive officer or beneficial owner of more than 5% of our     
common stock. In computing the number of shares beneficially owned by a person  
listed below and the percentage ownership of such person, shares of common stock
underlying options, warrants or convertible securities held by each such person 
that are exercisable or convertible within 60 days of December 31, 2004 are     
deemed outstanding for purposes of computing such person's percentage ownership,
but are not deemed outstanding for computing the percentage ownership of any    
other person.                                                                   

        The percentage of beneficial ownership is based on 7,365,917 shares of
common stock outstanding as of March 31, 2005.                                  

      Except as otherwise noted below, and subject to applicable community
property laws, the persons named have sole voting and investment power with     
respect to all shares of common stock shown as beneficially owned by them.      
Unless otherwise indicated, the address of the following stockholders is c/o    
Sutura, Inc., 17080 Newhope Street, Fountain Valley, California 92708.          

                                                        [Enlarge/Download Table]

                              COMMON STOCK BENEFICIAL OWNERSHIP TABLE                                          

------------------------------- ------------------ ----------------- ------------------------ -----------------
                                                   PERCENTAGE OF     NUMBER OF TVGR  SHARES   PERCENTAGE OF    
NAME AND ADDRESS OF             NUMBER OF SUTURA   SUTURA SHARES     BENEFICIALLY HELD **     TVGR SHARES      
BENEFICIAL OWNER                SHARES             BENEFICIALLY                               BENEFICIALLY     
                                BENEFICIALLY HELD  OWNED                                      OWNED ***        
------------------------------- ------------------ ----------------- ------------------------ -----------------
5% STOCKHOLDERS:                                                                                               
------------------------------- ------------------ ----------------- ------------------------ -----------------
                                                                                                               
   Anthony Nobles (1)             4,447,160                54.62%            93,176,896               51.26%   
------------------------------- ------------------ ----------------- ------------------------ -----------------
   Egbert Ratering (2)            4,037,160                52.53%            84,586,576               49.12%   
------------------------------- ------------------ ----------------- ------------------------ -----------------
   Grootkasteel, B.V. (3)         3,136,160                42.61%            65,708,824               39.73%   
------------------------------- ------------------ ----------------- ------------------------ -----------------
   Go Industries, Inc.              622,000                 8.45%            13,032,144                7.88%   
------------------------------- ------------------ ----------------- ------------------------ -----------------
   Alfred Novak (4)                 686,000                 9.24%            14,373,072                8.62%   
------------------------------- ------------------ ----------------- ------------------------ -----------------
   Synapse Capital Fund (5)       1,145,180                15.56%            23,993,811               14.51%   
------------------------------- ------------------ ----------------- ------------------------ -----------------
   Whitebox (6)                   1,744,273                23.68%            36,546,007               18.06%   
------------------------------- ------------------ ----------------- ------------------------ -----------------
EXECUTIVE OFFICERS &                                                                                           
DIRECTORS:                                                                                                     
------------------------------- ------------------ ----------------- ------------------------ -----------------
   Anthony Nobles                 4,447,160                54.62%            93,176,896               51.26%   
------------------------------- ------------------ ----------------- ------------------------ -----------------
   Egbert Ratering                4,037,160                52.53%            84,586,576               49.12%   
------------------------------- ------------------ ----------------- ------------------------ -----------------
   John Crew, MD (7)                 35,000                *                    733,320               *        
------------------------------- ------------------ ----------------- ------------------------ -----------------
   All directors and officers     5,383,160                63.32%           112,787,968               59.58%   
   as a group (8)                                                                                              

*        Indicates less than 1%.                                                

**       Based upon a conversion ratio of 20.952 for 1.                         

***      Based upon a total of 137,931,384 shares of TVGR common stock          
   outstanding following the consummation of the Merger and assuming
         conversion of the outstanding Sutura shares of common stock into shares
of TVGR common stock at a ratio of 20.952 for 1.              

-46-

DEF 14C
47th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 47th
       (1) Includes 226,000 shares of Sutura held by Anthony Nobles; 300,000
shares of Sutura held by The Anthony Nobles Family Limited Partnership; 4,000   
shares of Sutura held by Rhonda Nobles; 2,784,000 shares of Sutura held by      
Grootkasteel B.V.; 775,000 shares of Sutura issuable upon the exercise of       
options held by Anthony Nobles; 6,000 shares of Sutura issuable upon exercise of
options held by Rhonda Nobles; and 352,160 shares of Sutura issuable upon       
conversion of preferred stock held by Grootkasteel B.V. Anthony Nobles is an    
officer and director of Grootkasteel B.V. and holds the power to vote all shares
held by The Anthony Nobles Family Limited Partnership. Rhonda Nobles is the     
spouse of Mr. Nobles.                                                           

        (2) Includes 276,000 shares of Sutura held by Egbert Ratering; 100,000
shares of Sutura held by Franck Ratering; 100,000 shares of Sutura held by Alex 
Ratering; 100,000 shares of Sutura held by Harry Ratering; 2,784,000 shares of  
Sutura held by Grootkasteel B.V.; 325,000 shares of Sutura issuable upon        
conversion of options held by Egbert Ratering; and 352,160 shares of Sutura     
issuable upon conversion of preferred stock held by Grootkasteel B.V. Egbert    
Ratering is an officer and director of Grootkasteel B.V. Franck Ratering, Alex  
Ratering and Harry Ratering are issue of Mr. Ratering.                          

   (3) Includes 352,160 shares of Sutura issuable upon conversion of
preferred stock.                                                                

    (4) Includes 622,000 shares of Sutura held by Go Industries, Inc.;
1,000 shares of Sutura held by Irwin Novak; 2,000 shares of Sutura held by      
Jessica Novak; 1,000 shares of Sutura held by Judi Novak; and 60,000 of Sutura  
shares issuable upon exercise of options held by Alfred Novak. Alfred Novak     
holds a controlling interest in Go Industries, Inc. Irwin, Jessica and Judi     
Novak are members of Mr. Novak's immediate family.                              

        (5) Includes 472,590 shares of Sutura issued to Synapse Fund I LLC and
672,590 shares of Sutura issued to Synapse Fund II LLC. Synapse Capital Fund is 
the managing member of both Synapse Fund I and Synapse Fund II .                

        (6) Includes all shares of Sutura beneficially owned by Pandora Select
Partners L.P., a British Virgin Islands limited partnership; Whitebox Hedged    
High Yield L.P., a British Virgin Islands limited partnership; Whitebox         
Convertible Arbitrage Partners L.P. a British Virgin Islands limited            
partnership; Gary S. Kohler and Scot W. Malloy. The number of shares is subject 
to adjustment based on various factors, including the trading price of the      
combined company following the Merger. The number of shares set forth in the    
table were calculated using the formula assuming a value of $150,000,000 for    
Sutura.                                                                         

        (7) Includes 30,000 shares of Sutura issuable upon exercise of options
and 5,000 shares of Sutura issuable upon the exercise of warrants.              

     (8) Calculation includes all shares of Sutura beneficially owned by
Anthony Nobles (as indicated in footnote 1 above); plus all shares of Sutura    
beneficially owned by Egbert Ratering (as indicated in footnote 2 above) less   
shares of Sutura held by Grootkasteel B.V. which were included once in the      
calculation of the Nobles shares; plus all shares of Sutura beneficially owned  
by John Crew, MD (as indicated in footnote 6 above).                            

RELATED PARTY TRANSACTIONS                                    

        Sutura currently owes Mr. Ratering, an officer and director of Sutura,
the principal amounts of $348,000 and $293,618 pursuant to two promissory notes,
each bearing simple interest at 8% and each becoming due and payable on December
31, 2006. The accrued interest on such notes as of March 31, 2005 was           
approximately $61,000 and $69,000, respectively.                                

      Sutura currently owes Mr. Nobles, an officer and director of Sutura,
the principal amount of $150,000 pursuant to a promissory note bearing simple   
interest at 8% and becoming due and payable on December 31, 2006. The accrued   
interest on the note as of March 31, 2005 was approximately $25,000.            

       Sutura currently owes Gauss N.V. the principal amount of (euro)80,000
(approximately $100,000 U.S. Dollars) pursuant to a promissory note bearing     
simple interest at 8% and becoming due and payable on December 31, 2006. The    
accrued interest on the note as of March 31, 2005 was approximately (euro)18,000
(approximately $23,000 U.S. Dollars). Gauss N.V. is jointly owned by Mr.        
Ratering and Mr. Nobles.                                                        

-47-

DEF 14C
48th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 48th
  Mr. Ratering has agreed to convert the principal amount of an 8%
promissory note, plus accrued but unpaid interest, into shares of Sutura's      
common stock contingent upon the closing of the Merger of Sutura with TVGR on or
before December 31, 2005, with such conversion to be effective immediately prior
to the closing of the Merger. The principal amount of such note is $1.0 million 
and the unpaid accrued interest as of March 31, 2005 was approximately $344,000.
The principal amount and unpaid accrued interest on the note will convert into  
shares of Sutura common stock at a per share price determined by dividing $35.0 
million by the total number of outstanding shares of Sutura on a fully diluted  
basis at the time of conversion. The conversion price as of March 31, 2005 was  
approximately $3.65 per share.                                                  

        Sutura previously leased its facilities in Fountain Valley, California
(Newhope Street Property), from Mr. Nobles. During fiscal years 2003 and 2002,  
Mr. Nobles charged rental payments to Sutura of $300,000 and $270,813,          
respectively; however, Sutura did not actually pay any of the rent amounts due  
in 2003 and 2002 until April of 2004 when $ 300,000 was paid. A further $115,000
of back rent was paid directly to one of the lenders holding a deed of trust on 
the property on behalf of Mr. Nobles in May 2004. From January 1 through July   
30, 2004, Mr. Nobles charged rent amounts of $175,000, and a final rent payment 
of $250,000 was made in September 2004. Sutura accrued additional late penalties
incurred by Mr. Nobles in 2003 and 2004 for failure to timely pay interest in   
the amounts of $90,000 and $ 53,660 respectively. The accrued penalty amounts   
remain due and owing to Mr. Nobles.                                             

      In 2002, Mr. Nobles agreed to borrow $500,000 secured by the Newhope
Street Property and then to loan such amount to Sutura in exchange for an 8%    
promissory note and the forgiveness of all outstanding principal and interest   
on a promissory note executed in favor of Sutura by Mr. Nobles, dated March 1,  
2000 in the amount of $422,600. To induce the lender to provide the original    
loan to Mr. Nobles, Sutura agreed to guarantee the loan and issued to the lender
15,000 shares of Sutura common stock at a price of $0.01 per share. Mr. Nobles  
sold the Newhope Street Property to NV Properties LLC in August 2004 as further 
described below and repaid the loan amounts. The guaranty of the loan by Sutura 
terminated at such time.                                                        

      On August 2, 2004, Mr. Nobles sold the Newhope Street Property to NV
Properties LLC, a Nevada limited liability company. At the same time, NV        
Properties entered into a new lease with Sutura on substantially the same       
economic terms as the prior lease between Sutura and Mr. Nobles. The term is for
a period of ten years, commencing on August 1, 2004. The base rent is $25,000   
per month and is subject to adjustment on an annual basis by the change, if any,
in the Consumer Price Index of the Bureau of Labor Statistics of the U.S.       
Department of Labor for CPIW (Urban Wage Earners and Clerical Workers) for Los  
Angeles, Riverside, Orange Counties). The Board of Directors believes that the  
terms of the lease with NV Properties is at fair market value and consistent    
with the marketplace. Mr. Nobles is a member with a 42.3266% interest in NV     
Properties and serves as one of its three managers. The provisions of the NV    
Properties' Operating Agreement provide that actions are taken by majority vote 
of the managers and that no manager may vote on actions in which he has a direct
or indirect financial interest other than as a member or manager of NV          
Properties. The Operating Agreement specifically prohibits Mr. Nobles from      
voting on any matter pertaining to the lease of the building by NV Properties to
Sutura.                                                                         

        Mr. Nobles had previously agreed to convert the principal amount of an
8% promissory note, plus accrued but unpaid interest, into shares of Sutura's   
common stock contingent upon the closing of the Merger of Sutura with TVGR on or
before December 31, 2005, with such conversion to be effective immediately prior
to the closing of the Merger. The principal amount of such note is $500,000 and 
the unpaid accrued interest as of March 31,2005 was approximately $121,000. The 
principal amount and unpaid accrued interest on the note will convert into      
shares of Sutura common stock at a per share price determined by dividing $35.0 
million by the total number of outstanding shares of Sutura on a fully diluted  
basis at the time of conversion. The conversion price as of March 31, 2005 was  
approximately $3.65 per share. If the Merger fails to close on or before March  
31, 2005, the promissory note will not be converted and the due date on the     
promissory note will be extended to December 31, 2005.                          

-48-

DEF 14C
49th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 49th
        In September 1999, Sutura entered into a Patent License Agreement with
Sterilis, Inc., a California corporation. Sterilis is a medical device company  
focused on developing business in the obstetrical and gynecological fields and  
markets. Both Mr. Nobles and Mr. Ratering are officers, directors, and          
shareholders of Sterilis. Pursuant to the Patent License Agreement, Sutura has  
granted Sterilis an exclusive, worldwide license to manufacture and sell certain
suturing devices within the obstetrical, gynecological and urological fields of 
use, specifically reserving the patent rights for developing products in the    
cardiological field of use. In exchange for this license, Sterilis paid Sutura a
one-time fee of $250,000. The license agreement specifies that, unless          
terminated sooner under an event of default as defined in the Agreement, the    
license granted would terminate on the expiration date of the last of the       
licensed patents.                                                               

       On October 1, 2000, Sutura and Sucor, Inc., a California corporation,
entered into a License Agreement. Sucor is a medical device company focused on  
developing business for suturing devices solely used for venous occlusion,      
including varicose vein closure. Both Mr. Nobles and Mr. Ratering are officers, 
directors, and shareholders of Sucor. Pursuant to the License Agreement, Sutura 
has granted Sucor an exclusive, worldwide license to manufacture and sell       
certain suturing devices that would be used solely in the venous occlusion, and 
vein closure fields of use, specifically reserving the patent rights for        
developing products in the cardiological field of use. In exchange for this     
license, Sucor has paid to Sutura, a non-refundable license fee of $100,000, and
has issued to Sutura 117,647 shares of its common stock. The license agreement  
will expire on the expiration date of the last of the licensed patents.         

     Mr. Nobles has served as an advisor to Catalina Capital Advisors, a
consulting firm, since February 2004. He holds no ownership interest in Catalina
Capital Advisors, but has received compensation for consulting services provided
to that firm. In September 2004, Sutura paid $393,000 to Catalina Capital       
Advisors for advisory fees due in connection with the Whitebox financing. Mr.   
Nobles did not receive any portion of the fees paid by Sutura to Catalina       
Capital Advisors in connection with the Whitebox financing.                     

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

The following discussion of Sutura's results of operations and
financial condition should be read together with the audited consolidated       
financial statements and the notes thereto included in this Information         
Statement. This discussion may contain forward-looking statements that involve  
risks and uncertainties. Our actual results could differ materially from the    
results anticipated in any forward-looking statements as a result of a variety  
of a variety of factors, including those discussed in "Risk Factors" and        
elsewhere in this Information Statement.                                        

General                                                       

       Sutura, Inc. and its wholly-owned subsidiary (collectively, "Sutura")
was incorporated in Delaware on August 14, 1996, under the name NR Medical,     
Inc., and changed its name in July 1998 to Sutura, Inc. Sutura is a medical     
device company that designs, develops, manufactures, and markets a family of    
patented suture mediated stitching devices for vessel closure in open surgical  
and fluroscopically guided applications. In addition, Sutura has under          
development several projects utilizing its patented stitching technologies to   
address less invasive approaches to a much broader range of applications.       

         Sutura's operations, to date, have consisted mainly of raising capital,
research, development, and clinical testing of its SuperStitch vascular suturing
devices, obtaining regulatory clearances and approvals in both the U.S. and     
Europe and limited manufacturing and sales of its first generation product to   
certain European customers. In March of 2005 the company started shipping       
limited quantities of its product to customers both in the USA and Europe.      

       Sutura has not generated any pre-tax income to date and therefore has
not paid any federal income taxes since inception. No provision or benefit for  
federal and state income taxes has been recorded for net operating losses       
incurred in any period since our inception.                                     

        Sutura has incurred substantial losses during its years ended December
31, 2004 and 2003, has incurred losses each year since its inception, and has   
relied on investment capital and loans to fund its operations. During the last  
two fiscal years, Sutura was unable to obtain sufficient investment capital or  
loans to fund its operations and was forced to reduce the manufacture and       
marketing of its products to only a few accounts in Europe. During such time,   
Sutura was unable to pay certain notes payable as they came due and was required
to renegotiate the terms of certain notes to extend the payment date. During the
next twelve to eighteen months, Sutura will need to raise additional funds      
through issuance of debt and equity to support its planned operations and       
expansion as well as to retire the outstanding amount of principal and interest 
owed to Whitebox. See "About Sutura - Overview - Whitebox Loan Transaction."    
There can be no assurance that Sutura will be successful in raising any such    
funds or, even if successful, raising any such funds on conditions and terms    
favorable to Sutura or the combined company following the Merger. Further,      
failure to raise such funds on favorable terms could have a material adverse    
affect on the operations and financial condition of Sutura and the combined     
company following the Merger.                                                   

-49-

DEF 14C
50th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 50th
Critical Accounting Policies and Estimates                    

      Sutura's unaudited consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States of
America, and management is required to make certain estimates, judgments and    
assumptions that affect the reported amounts of assets and liabilities at the   
date of the financial statements and the reported amounts of revenues and       
expenses during the periods presented. The significant accounting policies which
Sutura believes are the most critical to aid in fully understanding and         
evaluating its reported financial results include the following:                

Principles of consolidation                                   

      The consolidated financial statements include the accounts of Sutura
Inc. and its wholly owned subsidiary. All significant intercompany accounts and 
transactions have been eliminated.                                              

Use of Estimates                                              

       The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make  
estimates and assumptions that affect the amounts reported in the combined      
financial statements and disclosures made in the accompanying notes. Actual     
results could differ from those estimates.                                      

Foreign Currency Translation and Transactions                 

  Foreign assets and liabilities are translated using the year-end
exchange rates. Results of operations are translated using the average exchange 
rates throughout the year. Translation gains or losses are accumulated as a     
separate component of shareholders' equity.                                     

Revenue Recognition                                           

       Revenue from sales of our products is recognized under the provisions
of SAB No. 104, which is generally when products are shipped, title has         
transferred and risk of loss has passed. In the United States, Germany and      
France, Sutura sells its products directly to hospitals and clinics. Revenue is 
recognized upon shipment of products to customers, net of returns. In all other 
international markets, Sutura sells it products to international distributors,  
who subsequently resell the products to hospitals and clinics. Sutura has       
agreements with each of its distributors which provide that title and risk of   
loss pass to the distributor upon shipment of the products to the distributor.  

Accounts Receivable                                           

   We maintain an allowance for uncollectible accounts receivable to
estimate the risk of extending credit to customers and distributors. The        
allowance is estimated based on the customer or distributor's compliance with   
our credit terms, the financial condition of the customer or distributor and    
collection history where applicable. Additional allowances could be required if 
the financial condition of our customers or distributors were to be impaired    
beyond our estimates.                                                           

Inventories                                                   

         Inventories are valued at the lower of the actual cost or market (using
"first-in, first-out" method). Cost includes materials, labor and production    
overhead. We periodically evaluate the carrying value of inventories and        
maintain an allowance for obsolescence to adjust the carrying value as necessary
to the lower of cost or market.                                                 

Valuation of Long-Lived Assets                                

        Property, plant and equipment, intangible and certain other long-lived
assets are amortized over their useful lives. Useful lives are based on our     
estimate of the period that the assets will generate revenue or otherwise       
productively support our business goals. Long-lived assets are reviewed for     
impairment whenever events or changes in circumstances indicate that the        
carrying amount of an asset may not be recoverable through future business      
operations. In our estimate, no provision for impairment is currently required  
on any of our long-lived assets.                                                

-50-

DEF 14C
51st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 51st
Research and Development Costs                                

 All research and development costs are charged to operations as
incurred.                                                                       

Stock-Based Compensation                                      

       Sutura accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion No. 25,   
"Accounting for Stock Issued to Employees" and complies with the disclosure     
provisions of SFAS 123, "Accounting for Stock-Based Compensation". Under APB 25,
compensation cost is recognized over the vesting period based on the excess, if 
any, on the date of grant of the deemed fair value of Sutura's shares over the  
employee's exercise price. When the exercise price of the employee share options
is less than the fair value price of the underlying shares on the grant date,   
deferred stock compensation is recognized and amortized to expense in accordance
with FASB Interpretation No. 28 over the vesting period of the individual       
options. Options or shares awards issued to non-employees are valued using the  
fair value method and expensed over the period services are provided.           

   Sutura accounts for equity instruments issued to non-employees in
accordance with the provisions of Financial Accounting Standards No 123,        
accounting for Stock-Based Compensation, and as amended by SFAS 148, and        
Emerging Issues Task Force Issue No 96-18, accounting for Equity Instruments    
that are issued to Other than Employees for Acquiring, or in conjunction with   
Selling, Goods or Services.                                                     

      Debt with Stock Purchase Warrants and Beneficial Conversion Features

        The proceeds received from debt issued with stock purchase warrants is
allocated between the debt and the warrants, based upon the relative fair values
of the two securities and/or beneficial conversion features. Fair value of the  
debt element of the financial instrument is determined by discounting the future
payments of principal and interest, and the balance of the proceeds is accounted
for as additional paid in capital. The resulting debt discount is amortized to  
expense over the term of the debt instrument, using the effective interest      
method.                                                                         

Financial Condition and Results of Operations for the three-month               
period ended March 31, 2005 compared to the three months period ended March 31, 
2004                                                                            

      Comparing the results of operations between the three months periods
ended March 2005 and 2004, the most significant changes affecting operating     
results is the increase in overall activity as a result of the financing        
received in September of 2004 which allowed Sutura to complete design and       
testing of the updated versin of the SuperStitch product,to ramp up its vendors 
for the supply of critical components and to hire staff to restart its          
manufacturing line for the updated version of the product. Total headcount for  
the Company increased from 9 per the end of March 2004 to 21 per the end of     
December 2004 to 34 per the end of March 2005. In February the first lots of    
product have been produced and in March the first purchase orders from customers
in the US and Europe have been filled.                                          

Net Sales                                                     

        Net sales increased to $28,395 for the three months period ended March
2005, compared to $ 4,823 for the three months period ended March 2004. Sales of
the updated version of the product in the quarter ended March 2005 were limited 
by product availability as sufficient quantities of a critical component became 
available only at the end of April. Of these sales $ 17,500 was achieved in the 
US and $ 11,345 in Europe. In the quarter ended March 2004 sales were limited as
the company had decided to only supply the first generation product to some     
existing European accounts and discontinue its sales and marketing personnel.   

Cost of Sales                                                 

      Cost of sales is comprised of all costs to manufacture our products,
including materials, labor and related overhead costs including warranty and    
service costs. Cost of sales increased 245% to $361,091 for the three months    
period ended March 2005 from $104,456 in the same period in 2004. Headcount in  
manufacturing increased from 2 per the end of March 2004 to 7 per the end of    
December 2004 to 16 per the end of March 2005. The increase resulted in $       
170,000 higher payroll expenses and $ 60,000 in start up related manufacturing  
expenditures such as components for test runs, scrap and restocking of general  
production materials. With the start of the production of the updated version of
the SuperStitch product the company also revaluated about $ 100,000 of usable   
components which had been fully amortized and added them back to inventory. At  
the same time it established a reserve of $ 100,000 to cover future obsolescence
as a result of ongoing design improvements.                                     

Research and Development                                      

    Research and development expenses consist of engineering personnel
salaries and benefits, prototype supplies, contract services and consulting fees
related to product development. Headcount in R&D increased from 2 per the end of
March 2004 to 7 per the end of December 2004 and 7 per the end of March 2005.   
Research and development expenses increased by 89% to $86,016 in the quarter    
ended March 2005 from $45,488 in the quarter ended March 2004. The increase is  
entirely the result of an increase in headcount and expenses to support the     
launch of the updated version of the product in 2005.                           

Sales and Marketing                                           

 Sales and marketing expenses consists of salaries and benefits,
commissions, and other costs related to our direct sales force, advertising     
costs and expenses related to trade shows, distributor support and seminars.    
Headcount in Sales and Marketing increased from 0 per the end of March 2004 to 1
per the end of December 2004 and 5 per the end of March 2005. Sutura hired a    
Director of Sales and Marketing for the USA and two sales/product specialists   
and has been conducting initial sales training cases in over 10 accounts as of  
the end of March. Sales and marketing expenses increased 219% to $195,957 in the
quarter ended March 2005 from $61,343 in the quarter ended March 2004. As part  
of the launch of the updated version of the SuperStitch product the company     
incurred $ 60,000 in payroll related expenses, $ 25,000 in products for trials  
and training, $ 15,000 for a clinical advisory meeting held in March and $25,000
for a medical congress. In 2004 the company had no US based selling expenses.   

General and Administrative                                    

         General and administrative expenses consist of salaries and benefits of
administrative personnel as well as insurance, professional and regulatory fees 
and provisions for doubtful accounts. General and administrative expenses       
increased 49% to $495,272 in the quarter ended March 2005 from $331,887 in the  
quarter ended March 2004. In the quarter ended March 2005 Sutura incurred $     
210,000 in legal expenses in relation to its financing and its contemplated     
Merger compared to $51,800 in the same period a year ago. In the quarter ended  
March 2005 Sutura also incurred $20,000 for insurances compared to $ 2,000 last 
year and $15,000 in building repairs and maintenance related expenses. In 2004  
Sutura expensed $60,900 in stock based compensation for consulting services     
whereas it had no such expense this quarter.                                    

Interest income/expense                                       

     Interest expenses are paid on short-term convertible notes that the
company has issued to finance its operations. Interest expenses for the quarter 
ended March 2005 increased by 166% to $301,766 compared to $113,248 in the      
quarter ended March 2004. The increase in interest is a direct consequence of   
higher borrowing levels at higher rates than a year ago. In September 2004 the  
Company obtained $6,550,000 in financing and issued 12% convertible notes. On   
March 4 of 2005 the company obtained a further $ 500,000 in interim financing   
and issued 8% convertible notes and warrants. On March 18 of 2005 the company   
obtained a further $ 1,000,000 in interim financing and issued 8% convertible   
notes and warrants.                                                             

Beneficial conversion feature                                 

         The beneficial conversion feature of these notes and warrants, assuming
a worst case scenario, amount to $6,550,000, $500,000 and $ 447,950 respectively
which the company will amortize over term of the loans. In the quarter ended    
March 2005 $ 696,718 was expensed compared with no such expense in the same     
period last year.                                                               

Liquidity and Capital Resources                                                 

       During the first quarter ended March 2005 the Company used $1,080,557
of cash in operating activities and generated $100,015 from the sale of common  
stock in a private placement and $1,500,000 from issuance of notes payable. The 
Company ended the period with a cash balance of $1,053,851.                     

       On March 4, 2005, the Company and Fusion Capital Fund II, LLC entered
into an agreement pursuant to which the company borrowed $500,000 in exchange   
for the issuance of an unsecured convertible promissory note and warrants to    
purchase shares of common stock. The note bears interest at 8 % per annum and   
all outstanding amounts of principal and interest due there under are payable on
March 4, 2006. The company has no right to prepay the amounts due under the     
promissory note. At its election, Fusion may convert, at any time, all or any   
portion of the outstanding amounts of principal and interest due under the note 
into shares of Company's common stock at a conversation price equal to the      
lesser of (i) a price per share (on a fully-diluted basis) based on a           
$125,000.00 valuation for the Company or (ii) in the event that Company's common
stock is at the time of conversion traded or listed on an exchange or market,   
then the lesser of (a) a price per share (on a fully-diluted basis) based on a  
$125,000.00 valuation for the Company, (b) the average closing trading prices   
for the ten consecutive trading days prior to the date of the note, (c) the     
average closing sales prices for any successor's common stock for the ten       
consecutive trading days beginning on the trading day immediately after         
consummation of any acquisition of the Company by such successor company or an  
initial public offering of such successor company and (d) the average of the    
closing sale prices for the common stock for the ten consecutive trading days   
prior to the second trading day immediately prior to the commencement of        
purchases of common stock of the successor company by Fusion pursuant to any    
stock purchase agreement between Fusion and such successor company.             

        As part of the issuance of the note to Fusion, the company also issued
to Fusion a warrant to purchase that same number of shares that are determined  
to be issuable upon the full conversion of the note issued to Fusion. The       
exercise price for such shares under the warrant shall be at an amount equal to 
the conversion price determined for the note in accordance with the formula     
described above. Fusion may exercise its right to purchase the warrant shares   
until March 4, 2010.                                                            

         If all of the Fusion notes are converted and all of the Fusion warrants
exercised as of March 31, 2005, the outstanding number of shares of the company 
would have increased by approximately 121,000.                                  

       On March 24, 2005, the company entered into an agreement with Pandora
Select Partners, L.P., Whitebox Hedged High Yield Partners, L.P., and Whitebox  
Intermarket Partners, L.P., pursuant to which the company borrowed an aggregate 
amount of $3,000,000.00 from such investors in exchange for the issuance of     
secured convertible promissory notes and warrants to purchase shares of common  
stock of the company. The notes bear interest at the annual rate of 8 %. The    
Company is required to make aggregate quarterly interest payments on these notes
on the last day of each of June, September and December 2005 and each of March, 
June and September 2006. Unless converted on September 30, 2006, the entire     
outstanding principal balance shall be due in a lump sum payment together with  
all then accrued, but unpaid interest.                                          

       Each note holder may elect to convert its respective note into shares
of common stock of the company at any time while any portion of the principal or
interest is outstanding by providing written notice to the company.             

         Pursuant to the agreement, an initial $1,000,000 was immediately funded
to the company on March 24, 2005. The remaining $2,000,000 of the financing and 
the warrants attributable thereto, were being held in an escrow account and were
released upon a performance by the company of certain milestone objectives on   
May 16 2005. Additionally, as part of the transaction, the Whitebox parties to  
this financing were granted an option right to purchase up to an additional     
$2,000,000 of notes and $500,000 worth of warrants, which right is exercisable  
until the later of 180 days following the closing date of the initial funding of
this transaction, or 120 days following the effective date of the proposed      
merger with TVGR.                                                               

         As part of this second Whitebox financing transaction, the total number
of warrant shares issuable to the note holders in the aggregate is determined by
dividing $375,000 by the conversion rate determined using the same conversion   
rate formula used above for the convertible promissory notes in this            
transaction. If all of the Whitebox 2 notes were converted and all of the       
Whitebox 2 warrants exercised, then as of March 31, 2005, the outstanding number
of shares of the company would have increased by approximately 304,000          

Financial Condition and Results of Operations for Year Ended December           
31, 2004 Compared to Year Ended December 31, 2003                               

      Comparing the results of operations between the years ended December
31, 2004 and December 31, 2003, the most significant changes affecting operating
results is the decrease in overall activity as a result of reduced capital      
resources and Sutura's strategic decision to reduce its overhead structure to a 
bare minimum and discontinue its US based marketing and sales activities.       

Net Sales                                                     

     Net sales decreased 86 % to $28,581 for the year ended December 31,
2004 compared to $197,941 for the year ended December 31, 2003. As a consequence
of Sutura's strategic decision to switch all resources to preparing for the 2005
release of our updated version of the SuperStitch product, the company          
discontinued manufacturing and sales of the old design during most of 2004.     

Cost of goods sold                                            

 Cost of goods sold is comprised of all costs to manufacture our
products, including materials, labor and related overhead costs such as warranty
and service costs. Cost of sales decreased 16% to $549,128 for the year ended   
December 31, 2004 down from $649,063 in the year ended December 31 2003. The    
decrease in cost of goods sold is mainly the result of lower sales volume and   
lower manufacturing expenditures and headcount while preparing for the start-up 
of the updated version of the SuperStitch product.                              

Depreciation and amortization                                 

     The total cost of depreciation and amortization decreased by 73% to
$336,179 in the year ended December 31, 2004 from $1,025,135 in the year ended  
December 31, 2003.                                                              

      Total depreciation of fixed assets decreased 29% to $336,179 in 2004
compared to $470,751 in 2003. The decrease is the result of more assets being   
fully depreciated and relatively low investment in new equipment over the last  
several years. Included in the 2003 number is a warrant for 50,000 shares issued
to A Nobles at a total cost of $406,000 and amortized in 2003. The company in   
2003 also issued 20,000 warrants to a noteholder to induce him to extend his    
note. The cost of these warrants was $148,384 and amortized in 2003.            

-51-

DEF 14C
52nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 52nd
Research and Development                                      

    Research and development expenses consist of engineering personnel
salaries and benefits, prototype supplies, contract services and consulting fees
related to product development. Research and development expenses decreased 58 %
to $195,867 in the year ended December 31, 2004 from $463,890 in the year ended 
December 31, 2003. The decrease was primarily the result of a reclassification  
of salary of an executive from Research and Development to G&A as of 2004.      

Sales and Marketing                                           

Sales and marketing expenses consist of salaries and benefits,
commissions, and other costs related to our direct sales force, advertising     
costs and expenses related to trade shows, distributor support and seminars.    
Sales and marketing expenses increased 54% to $672,370 in the year ended        
December 31, 2004 from $424,510 in the year ended December 31, 2003. In         
September Sutura presented its updated version of the SuperStitch product at the
TCT trade show in Washington and incurred direct expenses of $43,670. In        
addition the Company issued 40,000 warrants to several consultants and expensed 
$296,769 as stock based consulting expenses in 2004 whereas there was no such   
expense in 2003. Also in 2004 Sutura expensed stock based employee compensation 
of $57,600 for variable plan options against $23,400 in 2003.                   

General and Administrative                                    

         General and administrative expenses consist of salaries and benefits of
administrative personnel as well as insurance, professional and regulatory fees 
and provisions for doubtful accounts. General and administrative expenses       
increased 8% to $3,342,071 in the year ended December 31, 2004 from $3,086,202  
in the year ended December 31, 2003. Salaries increased 113% to $ 514,027 in the
year ended December 31, 2004 from $220,735 in the year ended December 31, 2003  
as a result of a reclassification of payroll expenses of an executive from      
Research and Development. As part of the interim financing by Whitebox in       
September 2004 Sutura paid $393,000 as consulting expenses to Catalina Capital  
as per the agreement between parties ,$180,000 to Whitebox in points for the    
loan and $ 20,000 in legal fees for lender's legal fees and expenses. In the    
same period last year Sutura expensed $812,000 in shares issued to Marlin       
Ventures. Sutura has incurred or accrued $106,871 for audit and accounting fees 
in the year ended December 31, 2004 compared to $60,000 last year. Sutura has   
incurred or accrued in the year ended December 31, 2004 a total of $582,670 in  
legal expenses in relation to its financing, its contemplated Merger and        
settlements with note holders compared to $123,333 in the same period a year    
ago. In the year ended December 31, 2004 the Company expensed $720,000 as       
employee stock compensation on options that are now accounted for as a variable 
plan options. The underlying fair value of the stock increased from $8.12 to $  
11.00 in 2004 In the same period in 2003 such expense was $689,804. In the year 
ended December 31, 2004 Sutura issued 43,946 warrants to several non-employees  
that are advising Sutura in legal, accounting and financial matters and expensed
$326,042 in stock based compensation for these services compared to 50,000      
warrants and an expense of $307,257 in the year ended December 2003. The company
further issued 7,500 shares to one of its consultants and expensed the value of 
$60,900 in 2004. In 2003 the company incurred the same expenses. In the year    
ended December 31, 2003 the company expensed $505,218 for variable plan options 
issued to former management and a former director as non-employee consulting    
expenses. In the year ended 2004 we did no longer have to account for these     
non-employee expenses.                                                          

Interest Income/Expense                                       

    Interest expenses are paid on notes that the Company has issued to
finance its operations. Interest expenses for the year ended December 31, 2004  
increased by 30% to $656,085 compared to $504,444 in the year ended December 31,
2003.                                                                           

Other expense                                                 

         In September the Company obtained $6,550,000 in financing from Whitebox
and issued 12% convertible notes and warrants in exchange. The beneficial       
conversion feature of these notes and warrants amount to an expense of          
$6,550,000 which the company will amortize over the 18 months term of the loan. 
In the year ended December 31, 2004 $545,388 was expensed compared with $ 98,277
in the same period last year and which related to a 2002 convertible loan.      

Other income                                                  

        In September and October 2004, Sutura negotiated a settlement with two
convertible note holders to pay the outstanding notes ,issued in 2001, at par   
value, without accrued interest, which resulted in a gain of $638,013 recorded  
as special income from debt restructuring.                                      

-52-

DEF 14C
53rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 53rd
Liquidity and Capital Resources                               

        In the year ended December 31, 2004 the Company used cash in operating
activities of $3,628,665. The company generated $1,285,206 from the sale of     
common stock at $11 per share in a private placement and $6,550,000 from        
issuance of notes payable. Part of the proceeds was used to pay two convertible 
notes for a total of $3,000,000 and $525,000 for repurchase of stock.           

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS      

Sutura's stock does not have a public trading market.         

DIVIDENDS                                                     

         Sutura has not paid any cash dividends on its common or preferred stock
and does not expect to do so in the foreseeable future. Sutura anticipates that 
any earnings generated from current and future operations will be used to       
finance its operations.                                                         

FINANCIAL STATEMENTS                                                            

       The audited financial statements of TVGR for the years ended December
31, 2003 and December 31, 2004 are attached to this Information Statement as    
Attachment 3. The financial statements of Sutura for the three month period     
ended on March 31, 2005 and 2004 and for the year ended December 31, 2004 are   
attached to this Information Statement as Attachment 4. See also the Pro Forma  
Financial Statements attached to this Information Statement as Attachment 6.    

APPRAISAL RIGHTS

        Holders of shares of TVGR common stock who do not vote in favor of the
Merger and who properly demand appraisal of their shares will be entitled to    
appraisal rights in connection with the Merger under Section 262 of the General 
Corporation Law of the State of Delaware, ("DELAWARE LAW") Corporation Law.     
Under Delaware law, holders of shares of TVGR common stock are entitled to      
appraisal rights in connection with the Merger.                                 

 THE FOLLOWING DISCUSSION IS NOT A COMPLETE STATEMENT OF THE LAW
PERTAINING TO APPRAISAL RIGHTS UNDER THE GENERAL CORPORATION LAW AND IS         
QUALIFIED IN ITS ENTIRETY BY THE FULL TEXT OF SECTION 262 WHICH IS ATTACHED TO  
THIS INFORMATION STATEMENT AS ATTACHMENT 5. THE FOLLOWING SUMMARY DOES NOT      
CONSTITUTE ANY LEGAL OR OTHER ADVICE NOR DOES IT CONSTITUTE A RECOMMENDATION    
THAT STOCKHOLDERS EXERCISE THEIR APPRAISAL RIGHTS UNDER SECTION 262. ALL        
REFERENCES IN SECTION 262 AND IN THIS SUMMARY TO A "STOCKHOLDER" ARE TO THE     
RECORD HOLDER OF THE SHARES OF TVGR COMMON STOCK AS TO WHICH APPRAISAL RIGHTS   
ARE ASSERTED. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES OF TVGR COMMON    
STOCK HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BROKER, FIDUCIARY,
DEPOSITARY OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO    
FOLLOW THE STEPS SUMMARIZED BELOW PROPERLY AND IN A TIMELY MANNER TO PERFECT    
APPRAISAL RIGHTS.                                                               

        Under Section 262, persons who hold shares of TVGR common stock who do
not vote in favor of the approval and adoption of the Merger Agreement and      
approval of the Merger and who otherwise follow the procedures set forth in     
Section 262 will be entitled to have their shares appraised by the Delaware     
Court of Chancery and to receive payment in cash of the "fair value" of the     
shares, exclusive of any element of value arising from the accomplishment or    
expectation of the Merger, together with a fair rate of interest, if any, as    
determined by the court.                                                        

         Under Section 262, where a Merger has been approved by written consent,
the corporation before the effective date of the Merger, or the surviving       
corporation within 10 days after the effective date of the Merger, must notify  
each of its stockholders entitled to appraisal rights that appraisal rights are 
available and include in the notice a copy of Section 262. This Information     
Statement shall constitute the notice, and the full text of Section 262 is      
attached to this Information Statement as Attachment 5. Any holder of TVGR      
common stock who wishes to exercise appraisal rights, or who wishes to preserve 
such holder's right to do so, should review the following discussion and        
Attachment 5 carefully because failure to timely and properly comply with the   
procedures specified will result in the loss of appraisal rights. Moreover,     
because of the complexity of the procedures for exercising the right to seek    
appraisal of shares of common stock, such stockholder should seek the advice of 
legal counsel. Holders who wish to exercise appraisal rights must exercise such 
rights under Delaware law within 20 days of the date of the mailing of this     
Information Statement.                                                          

-53-

DEF 14C
54th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 54th
 FILING WRITTEN DEMAND. Any TVGR stockholder wishing to exercise
appraisal rights must deliver to TVGR, within 20 days after the mailing of this 
Information Statement, a written demand for the appraisal of the stockholder's  
shares, and that stockholder must not vote in favor of or otherwise consented to
in accordance with Section 228, the approval and adoption of the Merger         
agreement and the approval of the Merger. A holder of shares of common stock    
wishing to exercise appraisal rights must hold of record the shares on the date 
the written demand for appraisal is made and must continue to hold the shares of
record through the effective time of the Merger, since appraisal rights will be 
lost if the shares are transferred prior to the effective time of the Merger.   
The holder must not vote in favor of the approval and adoption of the Merger    
agreement and approval of the Merger. Neither abstaining from voting nor failing
to consent to the proposal to approve and adopt the Merger Agreement and        
approval of the Merger will in and of itself constitute a written demand for    
appraisal satisfying the requirements of Section 262. The written demand for    
appraisal must be in addition to and separate from any consent or vote. The     
demand must reasonably inform us of the identity of the holder as well as the   
intention of the holder to demand an appraisal of the "fair value" of the shares
held by the holder. A stockholder's failure to make the written demand within 20
days from the date that this Information Statement is mailed will constitute a  
waiver of appraisal rights.                                                     

         Only a holder of record of shares of common stock is entitled to assert
appraisal rights for the shares registered in that holder's name. A demand for  
appraisal in respect of shares of common stock should be executed by or on      
behalf of the holder of record, fully and correctly, as the holder's name       
appears on the holder's stock certificates, should specify the holder's name and
mailing address and the number of shares registered in the holder' s name and   
must state that the person intends thereby to demand appraisal of the holder's  
shares in connection with the Merger. If the shares are owned of record in a    
fiduciary capacity, such as by a trustee, guardian or custodian, execution of   
the demand should be made in that capacity, and if the shares are owned of      
record by more than one person, as in a joint tenancy and tenancy in common, the
demand should be executed by or on behalf of all joint owners. An authorized    
agent, including an agent for two or more joint owners, may execute a demand for
appraisal on behalf of a holder or record; however, the agent must identify the 
record owner or owners and expressly disclose that, in executing the demand, the
agent is acting as agent for the record owner or owners. If the shares are held 
in "street name" by a broker, bank or nominee, the broker, bank or nominee may  
exercise appraisal rights with respect to the shares held for one or more       
beneficial owners while not exercising the rights with respect to the shares    
held for other beneficial owners; in such case, however, the written demand     
should set forth the number of shares as to which appraisal is sought and where 
no number of shares is expressly mentioned the demand will be presumed to cover 
all shares of TVGR common stock held in the name of the record owner.           
Stockholders who hold their shares in brokerage accounts or other nominee forms 
and who wish to exercise appraisal rights are urged to consult with their       
brokers to determine the appropriate procedures for the making of a demand for  
appraisal by such a nominee.                                                    

    All written demands by TVGR stockholders for appraisal pursuant to
Section 262 should be sent or delivered to Technology Visions Group, Inc., 17080
Newhope Street, Fountain Valley, California, 92708, Attention: President, TVGR. 

         Any holder of TVGR common stock may withdraw his, her or its demand for
appraisal by delivering to the surviving corporation a written withdrawal of the
demand for appraisal. However, any such attempt to withdraw the demand made more
than 60 days after the effective date of the Merger will require written        
approval of the surviving corporation. No appraisal proceeding in the Delaware  
Court of Chancery will be dismissed without the approval of the Delaware Court  
of Chancery, and such approval may be conditioned upon such terms as the Court  
deems just.                                                                     

      NOTICE BY THE SURVIVING CORPORATION. The surviving corporation shall
send a second notice of appraisal rights to all such holders on or within 10    
days after effective date of the Merger ; provided, however, that if such second
notice is sent more than 20 days following the date of the mailing of this      
Information Statement, such second notice need only be sent to each stockholder 
who is entitled to appraisal rights and who has demanded appraisal of such      
holder's shares in accordance with this subsection.                             

-54-

DEF 14C
55th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 55th
      FILING A PETITION FOR APPRAISAL. Within 120 days after the effective
time of the Merger, but not thereafter, the surviving corporation or any holder 
of TVGR common stock who has so complied with Section 262 and is entitled to    
appraisal rights under Section 262 may file a petition in the Delaware Court of 
Chancery demanding a determination of the fair value of the shares held by all  
dissenting holders. The surviving corporation is under no obligation to and has 
no present intention to file a petition and holders should not assume that the  
surviving corporation will file a petition. Accordingly, it is the obligation of
the holders of TVGR common stock to initiate all necessary action to perfect    
their appraisal rights in respect of shares of TVGR common stock within the time
prescribed in Section 262.                                                      

       Within 120 days after the effective time of the Merger, any holder of
TVGR common stock who has complied with the requirements for exercise of        
appraisal rights will be entitled, upon written request, to receive from the    
surviving corporation a statement setting forth the aggregate number of shares  
not voted in favor of the approval and adoption of the Merger Agreement and     
approval of the Merger and with respect to which demands for appraisal have been
received and the aggregate number of holders of such shares. The statement must 
be mailed within ten days after a written request therefore has been received by
the surviving corporation or within ten days after the expiration of the period 
for delivery of demands for appraisal, whichever is later.                      

         If a petition for an appraisal is timely filed by a holder of shares of
TVGR common stock and a copy thereof is served upon the surviving corporation,  
the surviving corporation will then be obligated within 20 days to file with the
Delaware Register in Chancery a duly verified list containing the names and     
addresses of all stockholders who have demanded an appraisal of their shares and
with whom agreements as to the value of their shares have not been reached.     
After notice to the stockholders as required by the court, the Delaware Court of
Chancery is empowered to conduct a hearing on the petition to determine those   
stockholders who have complied with Section 262 and who have become entitled to 
appraisal rights thereunder. The Delaware Court of Chancery may require the     
stockholders who demanded payment for their shares to submit their stock        
certificates to the Register in Chancery for notation thereon of the pendency of
the appraisal proceeding; and if any stockholder fails to comply with the       
direction, the Court of Chancery may dismiss the proceedings as to the          
stockholder.                                                                    

    FAILURE TO COMPLY STRICTLY WITH ALL OF THE PROCEDURES SET FORTH IN
SECTION 262 OF THE GENERAL CORPORATION LAW WILL RESULT IN THE LOSS OF A         
STOCKHOLDER'S STATUTORY APPRAISAL RIGHTS. CONSEQUENTLY, ANY STOCKHOLDER WISHING 
TO EXERCISE APPRAISAL RIGHTS IS URGED TO CONSULT LEGAL COUNSEL BEFORE ATTEMPTING
TO EXERCISE THOSE RIGHTS. PLEASE REVIEW CAREFULLY ATTACHMENT 5 TO THIS          
INFORMATION STATEMENT CONCERNING APPRAISAL RIGHTS UNDER DELAWARE LAW.           

-55-

DEF 14C
56th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 56th
ACTION 2--AMENDMENTS TO CERTIFICATE OF INCORPORATION

        The Board of the Directors and the consenting stockholders adopted and
approved amendments to TVGR's certificate of incorporation that would: (1)      
effect a twelve-for-one reverse stock split of the TVGR common stock and (2)    
increase the authorized common stock of TVGR by 400,000,000 shares from         
100,000,000 shares to 500,000,000 shares (collectively, the "Charter            
Amendments"). The amendment to effect the reverse stock split is a condition    
precedent to the consummation of the Merger. The increase of the authorized     
common stock of TVGR is required in order to issue the Merger consideration - up
to approximately 154,330,000 shares of common stock - to the Sutura             
stockholders.                                                                   

      The Charter Amendments will be implemented by filing an amendment to
the Restated Certificate of Incorporation of our Company with the Secretary of  
State of Delaware. Effective upon the filing of the Charter Amendments, the     
number of outstanding shares of TVGR common stock now outstanding will be       
reduced from 99,999,999 shares to approximately 11,500,000 shares (subject to   
adjustment to address fractional shares). Each TVGR stockholder entitled to a   
fractional share of TVGR stock as a result of the reverse stock split will      
receive a whole share of TVGR common stock in lieu of such fractional share.    
Once TVGR files the Charter Amendments, the reverse stock split will be         
effective, and the authorized shares of common stock will be increased to       
500,000,000 and TVGR will have approximately 488,500,000 authorized but unissued
shares of common stock available for issuance prior to the issuance of the      
approximately 142,527,000 shares of common stock to the Sutura stockholders and 
2,000,000 authorized but unissued shares of preferred stock available for       
issuance. After the Charter Amendments are filed, we will cause the Merger to be
consummated and will immediately issue approximately 154,330,000 shares of      
common stock to the stockholders of Sutura. Immediately following the closing of
the Merger, there will be approximately 165,824,000 shares of common stock      
outstanding, approximately 99,990,000 shares of common stock reserved for       
issuance to persons holding rights to convert debt or to exercise options or    
warrants for shares of common stock, and approximately 235,186,000 shares of    
common stock available for issuance, and 2,000,000 shares of preferred stock    
available for issuance.                                                         

       The common shares issued by TVGR in the Merger will not be registered
under the Securities Act of 1933 based on an exemption from registration under  
Section 4(2) under the Securities Act. The shares may not be resold unless the  
shares are registered under the Securities Act or an exemption from such        
registration is available.                                                      

         We believe the implementation of the reverse stock split will assist us
in simplifying our capitalization and improving the appearance of our stock     
price immediately following the Merger.                                         

       We believe that an increase in the number of authorized shares of our
common stock is prudent in order to assure that a sufficient number of shares of
our common stock are available for issuance in the future if our Board of       
Directors deems it to be in our and our stockholders' best interests. A total of
an additional 400,000,000 shares of common stock has been determined by our     
Board of Directors to be a reasonable estimate of what might be required in this
regard for the foreseeable future to accommodate fundraising and other          
opportunities involving the issuance of our capital stock. Immediately following
the consummation of the Merger and this increase, the Company will have         
approximately 235,186,000 shares of common stock authorized but unissued and    
not reserved and available issuance.                                            

     The increase in authorized common stock will not have any immediate
effect on the rights of existing stockholders. Since the holders of a majority  
of TVGR common stock and preferred stock on a combined basis have already       
approved the Merger, it will have no effect on the ability to consummate the    
Merger contemplated in this Information Statement.                              

      The remaining authorized but unissued shares of common stock will be
available for issuance from time to time as may be deemed advisable or required 
for various purposes, including the issuance of shares in connection with       
financings or acquisition transactions and the issuance or reservation of common
stock for employee stock options. TVGR's Board will be able to authorize the    
issuance of shares for these transactions without the necessity, and related    
costs and delays, of either calling a special stockholders' meeting or waiting  
for the regularly scheduled annual meeting of stockholders in order to increase 
the authorized capital. If in a particular transaction stockholder approval were
required by law or any stock exchanges or markets were otherwise deemed         
advisable by the Board, then the matter would be referred to the stockholders   
for their approval notwithstanding that TVGR may have the requisite number of   
voting shares to consummate the transaction.                                    

-56-

DEF 14C
57th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 57th
   The Charter Amendments are not intended to have any anti-takeover
effect and are not part of any series of anti-takeover measures contained in any
debt instruments or the articles of incorporation or the bylaws of TVGR in      
effect on the date of this Information Statement. However, TVGR stockholders    
should note that the availability of additional authorized and unissued shares  
of common stock could make any attempt to gain control of TVGR or the Board more
difficult or time consuming and that the availability of additional authorized  
and unissued shares might make it more difficult to remove management. Although 
the Board currently has no intention of doing so, shares of common stock could  
be issued by the Board to dilute the percentage of common stock owned by a      
significant stockholder and increase the cost of, or the number of, voting      
shares necessary to acquire control of the Board or to meet the voting          
requirements imposed by Delaware law with respect to a Merger or other business 
combination involving TVGR. TVGR is not aware of any proposed attempt to take   
over the company or of any attempt to acquire a large block of TVGR's common    
stock. TVGR has no present intention to use the increased authorized common     
stock for anti-takeover purposes.                                               

     The Charter Amendments will become effective upon the filing of the
amendment to the Certificate of Incorporation with the Secretary of State of the
State of Delaware. Under applicable federal securities laws, TVGR cannot file   
the amended and restated certificate of incorporation until at least 20 days    
after the mailing of this Information Statement.                                

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The following table sets forth selected information regarding the
beneficial ownership of the company's common stock computed on April 29, 2005,  
by: each of our "NAMED EXECUTIVE OFFICERS"; each of our directors; each person  
known to us to own beneficially more than 5% of any class of our securities; and
the group comprised of our current directors and executive officers. The table  
reflects the projected holdings of Mr. Giansiracusa and Mr. Lahey as of June 30,
2005 assuming the merger closes of as June 30, 2005.                            

The term "named executive officer" includes                                     
the Chief Executive Officer, Chief Operating Officer and the Chief Financial    
Officer. We believe that each individual or entity named has sole investment and
voting power with respect to shares of common stock indicated as beneficially   
owned by them, subject to community property laws where applicable, and except  
where otherwise noted. Unless otherwise indicated, the address of each          
shareholder is 17080 Newhope Street, Fountain Valley, California                
92708.Beneficial ownership including the number and percentage of shares owned  
is determined in accordance with Rule 13d-3 and 13d-5 under the Securities      
Exchange Act of 1934 (the "Exchange Act") and is generally determined by voting 
power and/or investment power with respect to securities.                       

         All numbers and percentages set forth in this table have been converted
to assume the Merger closing on June 30, 2005and accordingly gives effect to the
proposed twelve-for-one reverse stock split described under Action 2.           

                                        COMMON STOCK
                                         ---------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNERS,                                          
DIRECTORS AND NAMED EXECUTIVE OFFICERS           AMOUNT(1)                %     
--------------------------------------------------------------------------------
Mr. James B. Lahey                             2,546,736(3,4)          1.10%    

CHIEF EXECUTIVE OFFICER, CHAIRMAN OF                                            
THE BOARD AND DIRECTOR                                                          

Mr. James A. Giansiracusa                      1,787,534(5)            .77%     

CHIEF OPERATING OFFICER, SECRETARY AND                                          
DIRECTOR                                                                        

William Whelen, Jr.                               54,167                  *     

DIRECTOR                                                                        

R.P. Brittingham Family Limited                                                 
Partnership                                  1,167,755(2)             .49%  

Benveniste Family Trust                          484,544(7)                %    

O.G. Sansone                                     427,761(6)                %    

Fusion Capital Fund II, LLC                      550,446                   %    

Directors and Executive Officers, as a                                          
group (3 members)                            4,388,435               1.79%  

*Indicates less than one percent.                             

-57-

DEF 14C
58th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 58th
1.       Reflects the proposed reverse stock split of twelve-to-one that is a   
part of Action 2 and will be effective upon the filing of the 
       amendments to our Certificate of Incorporation. Includes shares to be
         issued upon the closing of the Merger to Mr. Lahey and Mr. Giansiracusa
     described in footnotes 3 and 4 below, assuming the Merger closes on
June 30, 2005.                                                
2.       Includes 1,000,000 shares held by R.P. Brittingham Fam Limited and     
      5,302,292 shares held by the R.P. Brittingham Family Partnership, of
        which Ms. Ruth P. Brittingham serves as general partner and over which
        she exercises sole voting control and over which she claims beneficial
      ownership. Includes 7,710,770 shares to be issued to R.P Brittingham
      Fam Limited upon the closing of the Merger in connection with a debt
         settlement agreement entered into between the shareholder and TVGR. The
   address for Ms. Brittingham is 509 South Old mill Road, Dover, DE
19901.                                                        
3.       Includes 13,380,452 shares held by Mr. Lahey as of December 29, 2004.  
     As of December 29, 2004, accrued but unpaid salary in the amount of
    $548,512 owing to Mr. Lahey was converted into 7,412,319 shares of
         common stock. Assuming the Merger is closed on or before June 30, 2005,
      we anticipate that approximately $925,028 of accrued salary and debt
        owning to Mr. Lahey will be converted into 12,500,378 shares of common
      stock. The conversion rate for the foregoing issuances is $0.074 per
      share, which reflects the average of the trading price of our common
stock for the period November 23, 2004 to December 7, 2004. In
   addition, Mr. Lahey will enter into a new employment agreement in
 connection with the Merger. He will not receive cash under such
      employment agreement, but will receive in lieu of cash common shares
     valued at an aggregate of $225,000 representing an annual salary of
        $150,000 and a retention bonus of $75,000. All such common shares will
      be issued at the closing of the Merger at the rate of $.05 per share
       and will vest in twelve equal monthly installments, after the closing
of the Merger, assuming his employment continues.             
4.       Includes options to purchase 300,000 shares of TVGR common stock       
      exercisable on a net basis to yield 180,000 shares assuming an $0.08
market price.                                                 
5.       Includes 13,653,307 shares held by Mr. Giansiracusa as of December 29, 
        2004. As of December 29, 2004, accrued but unpaid salary in the amount
    of $548,512 owing to Mr. Giansiracusa was converted into 7,412,319
         shares of common stock. Assuming the Merger is closed on or before June
       30, 2005, we anticipate that approximately $230,665 of accrued salary
     and debt owning to Mr.Giansiracusa will be converted into 3,117,095
         shares of common stock. The conversion rate for the foregoing issuances
         is $0.074 per share, which reflects the average of the trading price of
        our common stock for the period November 23, 2004 to December 7, 2004.
In addition, Mr. Giansiracusa will enter into a new employment
         agreement in connection with the Merger. He will not receive cash under
    such employment agreement, but will receive in lieu of cash common
         shares valued at an aggregate of $225,000 representing an annual salary
      of $150,000 and a retention bonus of $75,000. All such common shares
     will be issued at the closing of the Merger at the rate of $.05 per
     share and will vest in twelve equal monthly installments, after the
    closing of the Merger, assuming his employment continues. Includes
        options to purchase 300,000 shares of TVGR common stock exercisable on
     a net basis to yield 180,000 shares assuming an $0.08 market price.
6.       Includes 375,451 shares held personally by Mr. Sansone and 4,718,133   
       shares held in the Van and Colleen Family Trust, of which Mr. Sansone
      serves as Trustee and over which he exercises voting control and for
      which he claims beneficial ownership. The address for Mr. Sansone is
P.O. Box 1706, Rancho Santa Fe, CA 92067.                     
7.       Includes 5,814,538 shares are held in the Benveniste Family Trust of   
       which Mr. Richard Benveniste serves as sole Trustee and over which he
       exercises voting control and for which he claims beneficial ownership
        and 37,000 shares held in the Richard Benveniste DDS Employee Benefits
      Trust 6-30-75 over which Mr. Benveniste exercises voting control and
for which he claims beneficial ownership. The address for Mr. 
     Benveniste is 19231 Victory Boulevard, Suite 256, Reseda, CA 91355.
8.       The address for Fusion Capital Partners is 222 Merchandise Mart Plaza, 
Suite 9-112, Chicago, IL 60654.                               

      Immediately following the Merger, assuming the Merger closes on June
30, 2005, Mr. Lahey will own 2,546,736 shares of common stock, representing     
1.10% of the fully diluted capitalization of the company, and Mr. Giansiracusa  
will own 1,787,534 shares of common stock, representing .77% of the fully       
diluted capitalization of the company. Of the foregoing, 750,000 shares in the  
aggregate (or 375,000 shares per person) are subject to monthly vesting for 12  
months following the closing.                                                   

-58-

DEF 14C
59th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 59th
SECTION 16(a) REPORTS                                                           

      The requirements imposed by Section 16(a) of the Securities Exchange
Act of 1934, as amended, provide that TVGR's officers and directors, and persons
who own more than 10% of TVGR's common stock, file initial statements of        
beneficial ownership (Form 3), and statements of changes in beneficial ownership
(Forms 4 or 5) with the Securities and Exchange Commission ("SEC"). Officers,   
directors and greater than 10% stockholders ("Control Persons") are required by 
SEC regulations to furnish TVGR with copies of all such forms they file. TVGR   
did not receive any such forms during its fiscal year ended December 31, 2003 or
the nine months ended September 30, 2004 from any person who was not an officer 
or director of the company. Based on the lack of receiving copies of such forms,
either in paper or electronic format, TVGR is not able to determine if any      
required filings were not filed or were filed late by persons other than our    
directors and officers. The required Form 5's have been filed with respect to   
the shares of common stock issued to Mr. Giansircusa and Mr. Lahey on April 15, 
2005.                                                                           

GOVERNANCE                                                                      

Because of the limited scope of our operations and our limited
resources, we currently operate with a only three directors and have not        
established a process for stockholders to communicate with the Board of         
Directors. We have not established an audit committee or nominating committee   
and do not have an audit committee financial expert.                            

REMUNERATION OF DIRECTORS AND OFFICERS                                          

       For the fiscal years ended December 31, 2003 and December 31, 2004 no
officer of TVGR received any cash compensation during such fiscal year. As of   
December 29, 2004, $548,512 of accrued but unpaid salary in favor of Mr. Lahey  
was converted into 7,412,319 shares of Common Stock of the Corporation. As of   
December 29, 2004, $548,512 of accrued but unpaid salary in favor of Mr.        
Giansiracusa was converted into 7,412,319 shares of Common Stock of the         
Corporation The accrued but unpaid salary was converted in common stock at the  
rate of $0.074 per share, reflecting the average of the trading price of the    
common stock for the ten day period of November 23, 2004 through December 7,    
2004, reflecting the price of the common stock following the initial            
announcement of the Merger.                                                     

  The directors of TVGR received no cash compensation for services
rendered to TVGR during the fiscal years ended December 31, 2003 and December   
31, 2004. It is anticipated that no cash compensation will be paid prior to the 
consummation of the Merger.                                                     

         Salaries will continue to accrue until the closing of the Merger at the
rate of $25,000 per month, in the aggregate. All unpaid but accrued salary will 
be converted to shares of common stock of the Company at the conversion rate of 
$0.074 per share in connection with the Merger. All current executive officers  
of TVGR except for Mr. Lahey and Mr. Giansiracusa will be terminated at the     
Merger and there will be no compensation outstanding or owing to such persons   
after the Merger. Each of Mr. Lahey and Mr. Giansiracusa are holding options to 
purchase 300,000 shares of common stock that will all be exercised on a cashless
basis in connection with the closing of the Merger as described elsewhere in    
this Information Statement.                                                     

         In addition, each of Mr. Lahey and Mr. Giansiracusa will enter into new
employment agreements in connection with the Merger. They will not receive cash 
under such employment agreements, but will receive in lieu of cash common stock 
valued at an aggregate of $450,000 representing an annual salary to each of     
$150,000 and a retention bonus of $75,000. All such common shares will be issued
at the closing of the Merger at the rate of $.05 per share but will be subject  
to vesting in twelve equal monthly installments, after the closing of the       
Merger, assuming their employment continues. Accordingly, in connection with the
merger, each of Mr. Lahey and Mr. Giansiracusa, TVGR's current Chief Executive  
Officer and Chief Operating Officer, will receive an aggregate of 9,000,000     
shares of common stock (or, 4,500,000 each) (on a pre-split basis), which shares
shall be included in the 5% post-merger ownership of TVGR outstanding           
immediately after the closing of the Merger, under the terms of their new       
employment agreements. The terms of the new employment agreements with Mr. Lahey
and Mr. Giansiracusa do not grant any other shares of Common Stock or options to
purchase common stock to either person. However, each may be granted awards of  
stock or options at the discretion of the board of directors.                   

-59-

DEF 14C
60th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 60th
         All of the shares acquired or to be acquired as set forth above will be
included in the 5% ownership of the TVGR shareholders immediately following the 
Merger. The foregoing share numbers do not reflect the twelve for one reverse   
stock split which is a condition to the closing of the Merger, described under  
Action 2 in this Information Statement.                                         

        Immediately prior to the merger (and prior to the effectiveness of the
reverse stock split), Mr. Lahey will own 30,560,830 shares of Common Stock,     
representing 1.10% of the fully diluted capitalization of the Company, and Mr.  
Giansiracusa will own 21,450,402 shares of Common Stock, representing .77% of   
the fully diluted capitalization of the Company. The foregoing numbers do not   
reflect the twelve for one reverse stock split which is a condition to the      
closing of the Merger, described under Action 2 in this Information Statement.  
In addition, up to an aggregate of 9,000,000 share are subject to monthly       
vesting under the new employment agreements after the closing.                  

         Immediately following the reverse stock split (and immediately prior to
the Merger), Mr. Lahey will own 2,546,736 shares of common stock, representing  
1.10% of the fully diluted capitalization of the company - reflecting the twelve
for one reverse stock split, and Mr. Giansiracusa will own 1,787,534 shares of  
common stock, representing .77% of the fully diluted capitalization of the      
company - reflecting the twelve for one reverse stock split. Up to an aggregate 
of 750,000 of such shares (on a post-split basis) are subject to vesting under  
the new employment agreements after the closing.                                

  Mr. Lahey and Mr. Giansiracusa will be retained by the surviving
corporation under employment agreements after the Merger. No other compensation 
will be paid or payable to any executive officers or directors of the company   
other than as set forth above.                                                  

INTEREST OF PROPOSED MANAGEMENT IN CERTAIN TRANSACTIONS                         

      There has been no transaction or series of transactions, or proposed
transaction during the last fiscal year to which TVGR is a party in which any   
current director or officer or any member of the immediate family of any of the 
foregoing had or is to have a direct or indirect material interest.             

-60-

DEF 14C
61st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 61st
ATTACHMENT 1

 FORM OF STOCKHOLDER WRITTEN CONSENT

 WRITTEN CONSENT OF THE STOCKHOLDERS

OF

TEHCNOLOGY VISIONS GROUP, INC.

A DELAWARE CORPORATION

IN LIEU OF A SPECIAL MEETING OF STOCKHOLDERS

--------------------------------------------------------------------------------

      The undersigned, constituting the holders of more than fifty percent
(50%) of the outstanding common stock, $001 par value per share (the "Common    
Stock") (collectively, the "Stockholders") of Technology Visions Group, Inc. a  
Delaware corporation (the "Corporation"), acting pursuant to the authority      
granted by Sections 212, 217, 228, 242 and 251 of the General Corporation Law of
the State of Delaware (the "Corporations Law") and Section 6 of Article I of the
By-Laws of the Corporation, and pursuant to the Corporation's Restated          
Certificate of Incorporation, do hereby adopt the following resolutions by      
written consent as of DECEMBER 29, 2004.                                        

MERGER OF THE CORPORATION 
------------------------- 

       WHEREAS, the Board of Directors of the Corporation has considered and
unanimously approved a Merger (the "Merger ") with Sutura, Inc., a Delaware     
corporation ("Sutura");                                                         

       WHEREAS, the Board of Directors of the Corporation has considered and
unanimously approved the Agreement and Plan of Merger in the form of that       
attached hereto as ATTACHMENT I (the "Merger Agreement") between the Corporation
and Sutura which provides, among other things, that Sutura will be merged with  
and into the Corporation, and the Corporation shall be the "surviving"          
corporation under the Corporations Law;                                         

       WHEREAS, pursuant to the Merger Agreement, and in connection with the
Merger, the Corporation will issue approximately 157,000,000 shares of the      
Corporation's Common Stock (giving effect to the reverse stock split described  
below) and reserve for issuance upon exercise or conversion of options, warrants
and other convertible securities approximately 81,000,000 shares of the         
Corporation's Common Stock (giving effect to the reverse stock split described  
below) to the Sutura stockholders and holders of common stock equivalents (the  
"Merger Consideration" as defined in the Merger Agreement);                     

    WHEREAS, as a result of the Merger, Sutura's stockholders will own
approximately 95% of the outstanding shares of the Corporation's Common Stock   
and the Corporation's stockholders will own approximately 5% of the outstanding 
shares following the Merger;                                                    

1 

DEF 14C
62nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 62nd
     WHEREAS, in connection with the Merger, approximately $2,850,000 of
indebtedness of the Corporation owed to certain of its officers in lieu of cash 
salaries, has been and/or will be converted into 38,513,513 shares of Common    
Stock of the Corporation immediately prior to the effectiveness of the Merger at
the conversion rate of $0.074 per share (prior to giving effect to the reverse  
stock split described below); and                                               

   WHEREAS, the Board of Directors has determined that the Merger is
advisable and in the best interests of the Corporation and its stockholders.    

         NOW, THEREFORE, BE IT VOTED BY THE UNDERSIGNED, that the Merger and the
Merger Agreement each are hereby ratified, adopted and approved by the          
undersigned; and                                                                

  BE IT FURTHER VOTED BY THE UNDERSIGNED, that the officers of the
Corporation are hereby authorized and approved to take all actions deemed       
necessary or desirable by them, or each acting alone, to effect the terms and   
intents of the Merger Agreement.                                                

 AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION; "STOCK SPLIT"
 ---------------------------------------------------------------------
AND COMBINATION 
--------------- 

   WHEREAS, it is deemed by the Board of Directors to be in the best
interests of the Corporation and its stockholders that the Restated Certificate 
of Incorporation be amended and the amendment is necessary to carry out the     
terms and intents of the Merger Agreement;                                      

         WHEREAS, the Board of Directors has considered and unanimously approved
the proposed form of Certificate of Amendment to Certificate of Incorporation   
substantially in the form of that attached hereto as Attachment II (the         
"Amendment");                                                                   

         WHEREAS, the Board of Directors has considered and unanimously approved
the twelve-for-one reverse stock split of the Corporation's Common Stock, in the
form of a combination, of the issued and outstanding Common Stock of the        
Corporation (the "Stock Split");                                                

         WHEREAS, the Board of Directors has considered and unanimously approved
the increase in the number of shares of Common Stock which the Corporation is   
authorized to issue from 100,000,000 to 500,000,000 shares (the "Share          
Increase"); and                                                                 

         WHEREAS, the Amendment, the Stock Split and the Share Increase are each
required in order to consummate the Merger as contemplated in the Merger        
Agreement.                                                                      

         WHEREAS, the Amendment, the Stock Split and the Share Increase are each
determined by the Board of Directors to be in the best interests of the         
Corporation and the stockholders even in the event the Merger is not consummated
for any reason.                                                                 

2 

DEF 14C
63rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 63rd
         NOW, THEREFORE, BE IT VOTED BY THE UNDERSIGNED, that the Amendment, the
Stock Split and the Share Increase each are hereby ratified, adopted and        
approved by the undersigned; and                                                

        BE IT FURTHER VOTED BY THE UNDERSIGNED, that the form of the Amendment
be and hereby is ratified, adopted and approved by the undersigned; and         

  BE IT FURTHER VOTED BY THE UNDERSIGNED, that the officers of the
Corporation are hereby authorized and approved to take all actions deemed       
necessary or desirable by them, or each acting alone, to cause the Corporation  
to effect the Stock Split, and Share Increase and to duly file the Amendment in 
the State of Delaware, with any changes or modifications the officers of the    
Corporation by deem necessary or desirable, whether or not the Merger is        
consummated.                                                                    

[SIGNATURE PAGE FOLLOWS]

3 

DEF 14C
64th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 64th
     This Written Consent shall be added to the corporate records of the
Corporation and made a part thereof, and the votes set forth above shall have   
the same force and effect as if adopted at a meeting duly noticed and held.     

         This Written Consent may be executed in counterparts and with facsimile
signatures with the effect as if all parties hereto had executed the same       
document. All counterparts shall be construed together and shall constitute a   
single Written Consent as of the date of the final signature hereto.            

    THIS WRITTEN CONSENT MAY BE REVOKED BY THE UNDERSIGNED AT ANY TIME
PRIOR TO THE TIME UPON WHICH WRITTEN CONSENTS OF THE NUMBER OF SHARES REQUIRED  
TO AUTHORIZE THE ABOVE PROPOSED ACTION HAVE BEEN FILED WITH THE SECRETARY OF THE
CORPORATION.                                                                    

By:___________________________                                                  
Name:_________________________                                                  
Common Stock Stockholder                                                        
Dated: _______________________                                                  
Number of Shares Voted:_________________                                        

 CERTIFICATE OF VOTING CONTROL
 -----------------------------

I,_________________, the above executing Stockholder, do hereby represent,      
warrant and certify to the Corporation, that I have the sole and full right,    
power and authority, to exercise sole voting, investment and control over the   
shares of Common Stock of the Corporation so voted by me, acting alone, in the  
foregoing Written Consent.                                                      

By:___________________________                                                  
Name:_________________________                                                  
Common Stock Stockholder                                                        
Dated: _______________________                                                  
Number of Shares Voted:_________________                                        

4 

DEF 14C
65th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 65th
ATTACHMENT I
------------

AGREEMENT AND PLAN OF MERGER

DEF 14C
66th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 66th
 ATTACHMENT II
 -------------

 FORM OF AMENDMENT TO CERTIFICATE OF INCORPORATION

DEF 14C
67th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 67th
ATTACHMENT 2

MERGER AGREEMENT
----------------

AGREEMENT AND PLAN OF MERGER
----------------------------

by and between

 Technology Visions Group, Inc.,
a Delaware corporation

 and

 Sutura, Inc.,
a Delaware corporation

 Dated as of November 22, 2004

DEF 14C
68th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 68th
 TABLE OF CONTENTS

                                                                            PAGE

ARTICLE 1 DEFINITIONS..........................................................1

ARTICLE 2 THE MERGER...........................................................1

         2.1      THE MERGER...................................................1

         2.2      THE CLOSING..................................................1

         2.3      ACTIONS AT CLOSING...........................................2

         2.4      EFFECT OF MERGER.............................................2

         2.5      CERTIFICATE OF INCORPORATION.................................2

         2.6      BYLAWS.......................................................2

         2.7      DIRECTORS AND OFFICERS.......................................2

ARTICLE 3 MERGER CONSIDERATION AND MANNER OF CONVERSION........................2

         3.1      MERGER CONSIDERATION.........................................2

         3.2      DISSENTERS' RIGHTS...........................................3

         3.3      CONVERSION OF RIGHTS.........................................3

         3.4      RIGHTS AS STOCKHOLDERS; STOCK TRANSFERS......................4

         3.5      FRACTIONAL SHARES............................................4

         3.6      PAYMENT FOR SHARES...........................................4

ARTICLE 4 REPRESENTATION AND WARRANTIES OF THE COMPANY.........................4

         4.1      ORGANIZATION.................................................4

         4.2      AUTHORITY....................................................5

         4.3      NO CONSENTS..................................................5

         4.4      NO CONFLICTS.................................................5

         4.5      CAPITAL STRUCTURE............................................5

         4.6      OBLIGATIONS WITH RESPECT TO CAPITAL STOCK....................6

         4.7      SUBSIDIARIES.................................................6

-i- 

DEF 14C
69th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 69th
         4.8      FINANCIAL STATEMENTS.........................................6

         4.9      NO UNDISCLOSED LIABILITIES...................................6

         4.10     BUSINESS CHANGES.............................................7

         4.11     PROPERTIES...................................................7

         4.12     TAXES........................................................7

         4.13     COMPLIANCE WITH LAWS.........................................7

         4.14     LITIGATION...................................................8

         4.15     CONTRACTS....................................................8

         4.16     INTELLECTUAL PROPRIETARY RIGHTS..............................8

         4.17     INSURANCE....................................................8

         4.18     ENVIRONMENTAL COMPLIANCE.....................................9

         4.19     EMPLOYMENT MATTERS...........................................9

         4.20     BROKERS OR FINDERS...........................................9

         4.21     BOOKS AND RECORDS............................................9

         4.22     REGULATORY COMPLIANCE........................................9

ARTICLE 5 REPRESENTATION AND WARRANTIES OF THE PURCHASER......................10

         5.1      ORGANIZATION................................................10

         5.2      AUTHORITY...................................................10

         5.3      NO CONSENTS.................................................11

         5.4      NO CONFLICTS................................................11

         5.5      CAPITAL STRUCTURE...........................................11

         5.6      OBLIGATIONS WITH RESPECT TO CAPITAL STOCK...................11

         5.7      SUBSIDIARIES................................................12

         5.8      FINANCIAL STATEMENTS........................................12

         5.9      NO UNDISCLOSED LIABILITIES..................................12

         5.10     BUSINESS CHANGES............................................12

-ii-

DEF 14C
70th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 70th
         5.11     PROPERTIES..................................................13

         5.12     TAXES.......................................................13

         5.13     COMPLIANCE WITH LAWS........................................13

         5.14     LITIGATION..................................................13

         5.15     CONTRACTS...................................................13

         5.16     INTELLECTUAL PROPRIETARY RIGHTS.............................14

         5.17     INSURANCE...................................................14

         5.18     ENVIRONMENTAL COMPLIANCE....................................14

         5.19     EMPLOYMENT MATTERS..........................................15

         5.20     BROKERS OR FINDERS..........................................15

         5.21     BOOKS AND RECORDS...........................................15

         5.22     FINANCIAL REPORTS AND REGULATORY DOCUMENTS..................15

ARTICLE 6 CONDUCT PENDING THE CLOSING.........................................16

ARTICLE 7 CONDITIONS TO CLOSING...............................................18

         7.1      CONDITIONS TO EACH PARTY'S OBLIGATIONS......................18

         7.2      CONDITIONS TO OBLIGATIONS OF THE PURCHASER..................18

         7.3      CONDITIONS TO OBLIGATIONS OF THE COMPANY....................19

ARTICLE 8 TERMINATION.........................................................20

         8.1      TERMINATION.................................................20

         8.2      EFFECT OF TERMINATION AND ABANDONMENT.......................21

ARTICLE 9 GENERAL PROVISIONS..................................................21

         9.1      SURVIVAL OF REPRESENTATIONS AND WARRANTIES..................21

         9.2      FURTHER ASSURANCES..........................................21

         9.3      WAIVER......................................................21

         9.4      BROKERS.....................................................21

         9.5      NOTICES.....................................................21

-iii- 

DEF 14C
71st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 71st
         9.6      GOVERNING LAW...............................................22

         9.7      ASSIGNMENT..................................................22

         9.8      COUNTERPARTS................................................22

         9.9      CLOSING DATE................................................22

         9.10     REVIEW OF THE AGREEMENT.....................................23

         9.11     SCHEDULES...................................................23

         9.12     EFFECTIVE DATE..............................................23

-iv-

DEF 14C
72nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 72nd
AGREEMENT AND PLAN OF MERGER

This agreement and plan of MERGER (this "AGREEMENT") is made and entered into as
of this 22nd day of November, 2004, by and among Technology Visions Group, Inc.,
a Delaware corporation (the "PURCHASER"), and Sutura, Inc., a Delaware          
corporation (the "COMPANY") hereinafter referred to as the "PARTIES."           

RECITALS

WHEREAS, the Purchaser and the Company intend to effect a Merger (the "MERGER") 
of the Company with and into Purchaser in accordance with this Agreement and as 
provided for under Title 8 of the Delaware General Corporation Law ("DELAWARE   
LAW").                                                                          

WHEREAS, the respective Boards of Directors of both the Company and the         
Purchaser have approved the terms of this Agreement and of the transactions     
contemplated hereby; and                                                        

WHEREAS, the Company and the Purchaser desire to set forth the terms of the     
Agreement in connection with the transactions provided for herein; and          

 AGREEMENT

NOW, THEREFORE, in consideration of the covenants, promises and representations 
set forth herein, and for other good and valuable consideration, intending to be
legally bound hereby the parties hereto agree as follows:                       

 ARTICLE 1
 DEFINITIONS

For purposes of this Agreement, the applicable definitions of terms used in this
Agreement shall be set forth in EXHIBIT A.                                      

 ARTICLE 2
THE MERGER

2.1 THE MERGER. At the Effective Time (as defined in SECTION 2.4), and subject  
to and upon the terms and conditions of this Agreement and Delaware Law, (i) the
Company shall be merged with and into the Purchaser, (ii) the separate corporate
existence of the Company shall cease and (iii) the Purchaser shall continue as  
the surviving corporation. The Purchaser as the surviving corporation after the 
Merger is hereinafter sometimes referred to as the "SURVIVING CORPORATION."     

2.2 THE CLOSING. The closing of the transactions contemplated by this Agreement 
(the "CLOSING") shall take place as soon as practicable after the satisfaction  
or waiver (subject to applicable law) of the conditions (excluding conditions   
that, by their terms, cannot be satisfied until the Closing Date) set forth in  
ARTICLE VII hereof (the "CLOSING DATE") at the offices of the Company,          
commencing at 10:00 a.m., local time or at such other time and place as the     
parties may mutually agree. All proceedings to be taken and all documents to be 
executed at the Closing shall be deemed to have been taken, delivered and       
executed simultaneously, and no proceeding shall be deemed taken nor documents  
deemed executed or delivered until all have been taken, delivered and executed. 
The date of Closing may be accelerated or extended by agreement of the Parties. 

DEF 14C
73rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 73rd
2.3 ACTIONS AT CLOSING. At the Closing the parties shall file a Certificate of  
Merger with the Secretary of State of the State of Delaware and make all other  
filings required under any applicable State laws (including, without limitation,
Delaware Law) to cause the consummation of the Merger and the transaction       
contemplated hereby.                                                            

2.4 EFFECT OF MERGER. The Merger shall become effective at the time (the        
"EFFECTIVE TIME") the Company and the Purchaser file the Certificate of Merger  
with the Secretary of State of the State of Delaware and as provided under      
Delaware Law, or such later time as the Purchaser and the Company may agree upon
and as may be set forth in the Certificate of Merger. The Merger shall have the 
effects set forth in this Agreement, the Certificate of Merger and the          
applicable provisions of Delaware Law. Without limiting the foregoing, at the   
Effective Time all the property, rights, privileges, powers and franchises of   
the Company and the Purchaser shall vest in the Surviving Corporation, and all  
debts, liabilities and duties of the Company and the Purchaser shall become the 
debts, liabilities and duties of the Surviving Corporation. The Surviving       
Corporation may, at any time after the Effective Time, take any action          
(including executing and delivering any document) in the name and on behalf of  
the Company or the Purchaser in order to carry out and effectuate the           
transactions contemplated hereby.                                               

2.5 CERTIFICATE OF INCORPORATION. The Certificate of Incorporation of the       
Surviving Corporation shall be amended and restated at and as of the Effective  
Time to, provide that the name of the Surviving Corporation shall be Sutura,    
Inc.                                                                            

2.6 BYLAWS. The Bylaws of the Surviving Corporation shall be amended and        
restated at and as of the Effective Time to read as did the Bylaws of the       
Company immediately prior to the Effective Time.                                

2.7 DIRECTORS AND OFFICERS. The directors and officers of the Surviving Company 
shall be:                                                                       

Anthony A. Nobles - Chairman/ President/ CEO and a Director   
Egbert Ratering - Director                                    
John Crew, M.D. - Director                                    
Robert Hill - V.P. Operations                                 
Ben Brosch - V.P. R&D/ Engineering                            
James A. Giansiracusa-Director                                

 ARTICLE 3
 MERGER CONSIDERATION AND MANNER OF CONVERSION

3.1 MERGER CONSIDERATION. At the Effective Time, the shares of Company Stock    
issued and outstanding immediately prior to the Effective Time, other than any  
Company Dissenting Shares, shall by virtue of the Merger and without any action 
on the part of the Purchaser, the Company or any holder thereof, be canceled or 
terminated and shall be converted into and exchanged for the right to receive   
the Merger Consideration. No shares of Company Stock shall be deemed to be      
outstanding or have any rights other than those set forth in this ARTICLE III   
after the Effective Time. Pursuant to the Merger (i) the stockholders of        
Purchaser immediately prior to the Effective Time (on a fully diluted as        
converted basis, AS APPLICABLE, assuming conversion, exercise and/or exchange of
all securities or other rights to acquire Purchaser Common Stock) shall hold in 
the aggregate five percent (5%) of the Common Stock of the Surviving Corporation
immediately following the Effective Time and (ii) the stockholders of the       
Company immediately prior to the Effective Time (on a fully diluted as converted
basis, assuming conversion, exercise and/or exchange of all securities or other 
rights to acquire Company Stock, but specifically excluding any assumption of   
conversion or exercise of any Whitebox Securities) shall hold in the aggregate  
ninety five percent (95%) of the Common Stock of the Surviving Corporation      
immediately following the Effective Time.                                       

-2- 

DEF 14C
74th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 74th
3.2 DISSENTERS' RIGHTS. Company Dissenting Shares will not be converted into the
right to receive the Merger Consideration otherwise payable with respect to such
shares at or after the Effective Time, but will be converted into the right to  
receive such consideration as may be determined to be due with respect to such  
Company Dissenting Shares pursuant to Delaware Law. Purchaser agrees that,      
except with the prior written consent of the Company, or as required under      
Delaware Law, it will not voluntarily make any payment with respect to, or      
settle or offer or agree to settle, any such demand for appraisal.              

3.3 CONVERSION OF RIGHTS.                                                       

(a) At the Effective Time, each option or other right to purchase shares of     
Company Stock pursuant to stock options or stock appreciation rights granted by 
the Company and outstanding at the Effective Time, whether or not exercisable,  
and all other warrants or other rights to purchase shares of Company Stock      
(collectively "COMPANY RIGHTS") shall be converted into and become rights with  
respect to Purchaser Common Stock, and Purchaser shall assume each Company      
Right, in accordance with the terms of such stock option plan or such other     
agreement or arrangement pertaining to such Company Rights (as applicable),     
except that from and after the Effective Time, (i) Purchaser and its            
compensation committee shall be substituted for the Company Board of Directors  
or the committee of the Company Board of Directors administering the stock      
option plan, (ii) each Company Right assumed by Purchaser may be exercised only 
for shares of Purchaser Common Stock (or cash, in the case of stock appreciation
rights), (iii) the number of shares of Purchaser Common Stock subject to Company
Rights shall be equal to the number of shares of Company Stock subject to the   
Company Right immediately prior to the Effective Time multiplied by the Exchange
Ratio and (iv) the per share exercise price under the Company Right shall be    
adjusted by dividing the per share exercise price under the Company Right by the
Exchange Ratio and rounding up to the nearest cent. Notwithstanding the         
provisions of clause (iii) of the preceding sentence, Purchaser shall not be    
obligated to issue any fraction of a share of Purchaser Common Stock upon       
exercise of a Company Right, but in lieu thereof, Purchaser shall round-up      
fractional shares to the next highest whole number. The term, exercisability,   
vesting schedule, status as an "Incentive Stock Option" under Section 422 of the
Code, if applicable, and all other terms and conditions of the options or       
warrants, to the extent permitted by law, and otherwise reasonably practical    
shall be unchanged. Each option, which is an Incentive Stock Option, shall be   
adjusted in accordance with the requirements of Section 424(a) of the Code so as
not to constitute a modification, renewal or extension of the option within the 
meaning of Section 424(h) of the United States Internal Revenue Code.           

(b) The Company agrees to take all necessary steps to effectuate the foregoing  
provisions of this SECTION 3.3, including using its reasonable efforts to obtain
from each holder of a Company Right any consent or agreement that may be deemed 
necessary or advisable in order to effectuate the transactions contemplated by  
this Section 3.3. Anything in this Agreement to the contrary notwithstanding,   
Purchaser shall have the right, in its sole discretion, not to deliver the      
consideration provided in this Section 3.3 to a former holder of a Company Right
who has not delivered such consent or agreement.                                

-3- 

DEF 14C
75th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 75th
3.4 RIGHTS AS STOCKHOLDERS; STOCK TRANSFERS. At the Effective Time, holders of  
Company Stock shall cease to be, and shall have no rights as, stockholders of   
the Company, other than to receive any dividend or other distribution with      
respect to such Company Stock with a record date occurring prior to the         
Effective Time and the consideration provided for in this ARTICLE III. After the
Effective Time there shall be no transfers on the stock transfer books of the   
Company of Company Stock outstanding prior to the Effective Time.               

3.5 FRACTIONAL SHARES. Notwithstanding any other provision hereof, no fractional
shares of Purchaser Common Stock and no certificates or scrip therefore, or     
other evidence of ownership therefore, will be issued as part of the Merger     
Consideration. Instead, Purchaser shall round-up fractional shares to the next  
whole number (after aggregating all Merger Consideration due such holder).      

3.6 PAYMENT FOR SHARES.                                                         

(a) Promptly after the Effective Time, the Purchaser shall mail to each Company 
Stockholder a form of letter of transmittal (which shall be in such form and    
contain such provisions as the Purchaser and the Company may reasonably agree   
and specify) and instructions for use in effecting the surrender of all the     
certificates or Company Rights that, immediately prior to the Effective Time,   
represented any of such shares of Company Stock or Company Rights in exchange   
for payment of the Merger Consideration therefore or Convertible Securities of  
Purchaser (as the case may be). At and after the Effective Time, as received,   
the Surviving Corporation shall promptly deliver to the persons entitled thereto
the pro-rata Merger Consideration or Convertible Securities to which such person
is entitled, delivered in person or by mail to the address specified in the     
applicable letter of transmittal.                                               

(b) Notwithstanding the foregoing, no party hereto shall be liable to any holder
of certificates formerly representing shares of Company Stock for any amount    
paid to a public official pursuant to any applicable abandoned property, escheat
or similar law. Unless otherwise provided for in this Agreement, the Purchaser  
shall pay all charges and expenses in connection with the exchange of public    
shares of Purchaser for shares of Surviving Company Stock.                      

 ARTICLE 4
REPRESENTATION AND
 WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Purchaser that, as of the date
of this Agreement and as of the date of Closing:                                

4.1 ORGANIZATION. The Company is a corporation duly organized, validly existing 
and in good standing under the laws of the State of Delaware, with full         
corporate power and authority to conduct its business as is now being conducted,
and is duly qualified to do business and is in good standing in the State of    
California. SCHEDULE 4.1 lists (a) all Subsidiaries and correctly sets forth the
capitalization of each Subsidiary and ownership interest of the Company or any  
other Person therein, and (b) the jurisdiction in which each Subsidiary is      

-4- 

DEF 14C
76th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 76th
organized. Each of the Subsidiaries is duly organized, validly existing and in  
good standing under the laws of its jurisdiction of incorporation or            
organization, except where the lack thereof would not have a Material Adverse   
Effect. The Company and each of its Subsidiaries has the necessary power to own 
its properties and assets and to carry on its business as now conducted and is  
duly qualified or licensed to do business in each foreign jurisdiction where it 
conducts business or has assets, except where failure to be so qualified,       
licensed or in good standing would not have a Material Adverse Effect. The      
Company has delivered to the Purchaser correct and complete copies of the       
charter and bylaws of each of its Subsidiaries and the names of the directors   
and officers of each of the Company and its Subsidiaries.                       

4.2 AUTHORITY. The Company has all requisite corporate power and authority to   
enter into this Agreement, to perform its obligations under this Agreement and  
to consummate the transactions contemplated hereby. The execution and delivery  
of this Agreement, and the consummation of the transactions contemplated hereby 
have been duly authorized by all necessary corporate action on the part of the  
Company. This Agreement has been duly executed and delivered by each of the     
Company and constitutes valid and binding obligations of the Company,           
enforceable against in accordance with its terms.                               

4.3 NO CONSENTS. No consents, approvals, orders, waivers or authorizations of,  
or registration, declaration or filing with, any third party or Governmental    
Body is required by or with respect to the Company or the Subsidiaries in       
connection with the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby, except for: (a) such consents,         
approvals, orders, authorizations, registrations, declarations and filings as   
may be required under applicable state securities laws or the securities laws of
the United States or of any foreign country; (b) those consents expressly listed
in SCHEDULE 4.3; (c) such filings, if any, required with the United States      
Federal Trade Commission (the "FTC") and the Antitrust Division of the          
Department of Justice (the "DOJ") pursuant to the HSR Act; and (d) those        
consents, approvals, orders, waivers, authorizations, registrations,            
declarations or filings which, if not obtained or made, would not have a        
Material Adverse Effect.                                                        

4.4 NO CONFLICTS. Except as set forth in SCHEDULE 4.4, the execution and        
delivery of this Agreement and the performance of its obligations hereunder (a) 
shall not be in violation or breach of, and shall not conflict with or          
constitute a default under, any of the terms of the Company's Certificate of    
Incorporation or Bylaws, of any contract, agreement or commitment binding upon  
the Company or its Subsidiaries or any of their respective assets or properties,
except in each case as would not have a Material Adverse Effect, nor enable any 
third party to terminate any Company Material Agreement; and (b) shall not      
conflict with or violate, in any material respect, any applicable law, rule,    
regulation, judgment, order or decree of any Governmental Body having           
jurisdiction over the Subsidiaries or any of their assets or properties.        

4.5 CAPITAL STRUCTURE. The authorized capital stock of the Company consists of  
15,000,000 shares of capital stock, of which 10,000,000 shares are Common Stock,
$0.001 par value (the "COMPANY COMMON STOCK"), and 5,000,000 shares are         
Preferred Stock, $0.001 par value (the "COMPANY PREFERRED STOCK"), of which     
352,160 shares are designated Series A Preferred Stock. As of November 19, 2004 
there were 7,355,593 shares issued and outstanding, of which 7,003,433 shares   
were Company Common Stock, and 352,160 shares were Company Preferred Stock. All 
shares of Company Stock are or will be at Closing, duly authorized, validly     
issued, fully paid and nonassessable and not subject to preemptive rights       
created by statute, the Company's charter documents or any agreement to which   
the Company is a party or by which it is bound.                                 

-5- 

DEF 14C
77th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 77th
4.6 OBLIGATIONS WITH RESPECT TO CAPITAL STOCK. SCHEDULE 4.6 sets forth a true   
and complete list as of the date hereof of all holders of outstanding           
Convertible Securities of the Company, the exercise price per share, the term of
each such Convertible Security, whether such Convertible Security is a          
nonqualified stock option or incentive stock option and any restrictions on     
exercise or sale of such Convertible Securities or underlying shares. On the    
Closing Date, the Company shall deliver to Purchaser a complete and correct     
updated SCHEDULE 4.6 giving effect to any exercise of Convertible Securities on 
or prior to Closing. Except as set forth in SCHEDULE 4.6 there will be no       
outstanding: (a) securities convertible into or exchangeable for the capital    
stock of any class of the Company or its Subsidiaries; (b) options, warrants or 
other rights to subscribe for or purchase shares of Equity Securities of any    
class of the Company or its Subsidiaries; or (c) agreements of any kind relating
to the issuance of any Equity Securities of any class of the Company or its     
Subsidiaries, or any such convertible or exchangeable securities or any such    
options, warrants or rights to subscribe for or purchase shares of Equity       
Securities of the Company or its Subsidiaries. Except as set forth in SCHEDULE  
4.6, and as contemplated by this Agreement, to the Knowledge of the Company     
there are no voting trusts or other agreements or understandings with respect to
the Company Stock or any stock of its Subsidiaries.                             

4.7 SUBSIDIARIES. Except as described in SCHEDULE 4.7 the Company owns all of   
the Equity Securities of each of the Subsidiaries, beneficially and of record.  
SCHEDULE 4.7 lists all Equity Securities of Persons other than the Subsidiaries 
owned beneficially and of record by the Company. All such Equity Securities of  
the Subsidiaries and those listed on SCHEDULE 4.7 are owned free and clear of   
any Encumbrance and are fully paid, validly issued and nonassessable.           

4.8 FINANCIAL STATEMENTS. The Company has delivered to the Purchaser true and   
complete copies of the Company Financial Statements. The audited portion of     
Company Financial Statements have been prepared in accordance with GAAP, applied
on a consistent basis throughout the periods covered thereby, and present fairly
in all material respects the financial position, assets and liabilities of the  
Company and its Subsidiaries at the dates indicated and the results of its      
operations and changes in financial position for the periods indicated. The     
unaudited portion of Company Financial Statements present fairly in all material
respects the results of operations of the Company and its Subsidiaries in       
accordance with GAAP, except as otherwise stated therein (or in any related     
notes) and except for the lack of footnotes and subject to normal audit         
adjustment.                                                                     

4.9 NO UNDISCLOSED LIABILITIES. Except as set forth in SCHEDULE 4.9, to the     
Company's Knowledge, the Company has no undisclosed liabilities or obligations  
(whether absolute, accrued, contingent or otherwise and whether due or to become
due, including liabilities for taxes and interest and penalties thereon) of a   
material nature required by GAAP to be reflected on a consolidated balance sheet
of the Company or described in the notes thereto that are not reflected in the  
Company Financial Statements, except for liabilities and obligations (a)        
incurred since December 31, 2003 in the Ordinary Course of Business; or (b)     
specifically disclosed in any Schedule to this Agreement.                       

-6- 

DEF 14C
78th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 78th
4.10 BUSINESS CHANGES. Since December 31, 2003, except with respect to          
inter-company transactions or as otherwise contemplated by this Agreement or as 
set forth in SCHEDULE 4.10, (a) each of the Company and its Subsidiaries has    
conducted its business in the Ordinary Course of Business; none of the Company  
and its Subsidiaries has issued, declared, set aside or paid any dividend or    
other distribution of cash or property on any of its respective Equity          
Securities nor has it, directly or indirectly, purchased, redeemed or otherwise 
acquired any shares of its respective Equity Securities or entered into any     
agreement or commitment to do any of the foregoing; (b) for each of the Company 
and its Subsidiaries there has not been any (i) general uniform increase in the 
compensation of the employees (including, without limitation, any increase      
pursuant to any bonus, pension, profit-sharing, deferred compensation or other  
plan or commitment), other than increases in the Ordinary Course of Business,   
(ii) increase in any such compensation payable to any individual officer,       
director, consultant or agent, other than increases in the Ordinary Course of   
Business, (iii) loans made to any officers, directors, shareholders, employees, 
consultants or agents; and (c) none of the Company and its Subsidiaries has     
incurred additional debt for borrowed money, nor has it incurred any obligation 
or liability (fixed, contingent or otherwise), nor made any acquisition of or   
contract for acquisition of any assets, nor paid any obligation or liability    
(except for current obligations or liabilities), in each case in excess of      
$500,000 or $2,000,000 in the aggregate, except in the Ordinary Course of       
Business;                                                                       

4.11 PROPERTIES. SCHEDULE 4.11 lists all real property leased by the Company and
its Subsidiaries. The Company and its Subsidiaries own no real property. Except 
as provided on SCHEDULE 4.11 hereto (i) the Company and its Subsidiaries have   
good and marketable title to all assets and properties listed on the Company    
Financial Statements or thereafter acquired, free and clear of any Encumbrances 
other than Permitted Liens, except where the lack of such good and marketable   
title would not have a Material Adverse Effect; and (ii) all of the material    
fixed assets and material properties listed in the Company Financial Statements 
or thereafter acquired are in satisfactory condition and repair in all material 
respects for the requirements of the business as presently conducted. All       
material agreements pursuant to which the Company and its Subsidiaries lease    
real or personal property are listed in SCHEDULE 4.11 hereto, are valid,        
effective and enforceable in accordance with their respective terms and there is
not under any such leases any existing default or any event which, with notice  
or lapse of time or both, would have a Material Adverse Effect.                 

4.12 TAXES. Each of the Company and its Subsidiaries has duly filed with the    
appropriate Governmental Body all tax returns and reports required to be filed, 
and has paid or accrued in full all Taxes due to, or claimed to be due by, any  
taxing authority. To the Knowledge of the Company, such tax filings were correct
and complete when filed.                                                        

4.13 COMPLIANCE WITH LAWS. To the Company's Knowledge, the business of each of  
the Company and its Subsidiaries has been conducted in compliance with all      
applicable laws, regulations, orders and other requirements of any Governmental 
Body, except where failure to comply will not have a Material Adverse Effect.   

-7- 

DEF 14C
79th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 79th
4.14 LITIGATION. Except as set forth in SCHEDULE 4.14, and except for claims,   
disputes, actions, proceedings, suits or appeals that would not have a Material 
Adverse Effect, there is no claim, dispute, action, proceeding, suit or appeal, 
at law or in equity, pending against any of the Company and its Subsidiaries, or
involving any of the Company and its Subsidiaries assets or properties, before  
any court, agency, authority, arbitration panel or other tribunal, and, to the  
Company's Knowledge, none have been threatened.                                 

4.15 CONTRACTS. SCHEDULE 4.15 lists each contract or agreement to which the     
Company is a party (and the Company has provided the Purchaser with a copy of   
each such written contract or agreement or a written description of each such   
verbal contract or agreement) that: (i) is a power of attorney or similar       
authorization granted by the Company and its Subsidiaries to third parties, or  
(ii) currently involves payments or receipts of more than $500,000 to vendors   
and $200,000 to customers on an annual basis that cannot be terminated by the   
Company without penalty on less than 61 days notice (collectively, the "COMPANY 
MATERIAL AGREEMENTS"). The Company and its Subsidiaries are not in material     
default individually or in the aggregate (or would not by the lapse of time     
and/or the giving of notice be in material default) in respect of any Company   
Material Agreement to which they are parties. To the Company's Knowledge, no    
party to any Company Material Agreement is in material default thereunder or has
materially breached any terms or provisions thereof which are material to the   
conduct of any of the respective business. To the Company's Knowledge, none of  
the Material Agreements will be terminated as a result of the transaction       
contemplated hereby.                                                            

4.16 INTELLECTUAL PROPRIETARY RIGHTS. The Company and its Subsidiaries own or   
have the right to use all Intellectual Property necessary for the operation of  
their businesses as presently conducted. SCHEDULE 4.16 constitutes a full and   
complete list of all material Intellectual Property that the Company and its    
Subsidiaries own or license (to or from a third party) in connection with their 
operations (the "COMPANY INTELLECTUAL PROPERTY ASSETS"), and specifies whether  
such Intellectual Property is owned or used under license and whether the       
Company and its Subsidiaries act as licensor or licensee. The Company and its   
Subsidiaries hold all right, title and interest in and to those Company         
Intellectual Property Assets which are specified as owned by them, except where 
the failure to hold all such right, title and interest would not have a Material
Adverse Effect. All material license agreements and all other instruments       
relating to material licenses are in full force and effect and true and complete
copies thereof have been provided to the Purchaser. None of the Company         
Intellectual Property Assets have been held or stipulated to be invalid in any  
litigation which has been concluded and the validity of the Company Intellectual
Property Assets has not been questioned in any litigation that is currently     
pending or, to the Company's Knowledge, threatened, except where any such       
pending or threatened litigation would not have a Material Adverse Effect. To   
the Company's Knowledge, none of the Company and its Subsidiaries infringes on  
the Intellectual Property of any third party through its actions in the conduct 
of its business in any material respect.                                        

4.17 INSURANCE. SCHEDULE 4.17 constitutes a full and complete list of all       
policies of insurance to which any of the Company and its Subsidiaries is a     
party or is a beneficiary or named insured. All of the insurance policies and   
bonds maintained by the Company and its Subsidiaries are in full force and      
effect, except where the failure of such policies or bonds to be in full force  
and effect would not have a Material Adverse Effect. None of the Company and its
Subsidiaries has received any notice or other indication from any insurer or    
agent of any intent to cancel or not to renew any of such insurance policies,   
except where any such cancellation or failure to renew would not have a Material
Adverse Effect.                                                                 

-8- 

DEF 14C
80th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 80th
4.18 ENVIRONMENTAL COMPLIANCE. To the Company's Knowledge, each of the Company  
and its Subsidiaries has all permits, licenses and other authorizations, which  
are required under existing Environmental Laws and the failure of which would   
have a Material Adverse Effect. To the Company's Knowledge, each of the Company 
and its Subsidiaries is presently in compliance in all material respects with   
all Environmental Laws, and none has generated, manufactured, refined,          
transported, transferred, produced or processed any hazardous material or solid 
waste, except in compliance with all applicable Environmental Laws. There are no
existing environmental conditions or circumstances with respect to any real     
property owned or leased by the Company and its Subsidiaries, whether or not    
discovered, which would be probable to result in a liability which would have a 
Material Adverse Effect, should any such conditions or circumstances become the 
basis for any claim which is asserted in the future by any aggrieved party      
(including, without limitation, any Governmental Body). There is no pending or, 
to the Company's Knowledge, threatened civil or criminal litigation, notice of  
violation or administrative proceeding to which any of the Company and its      
Subsidiaries is a party relating to Environmental Laws, except where any such   
litigation, violation or proceeding would not have a Material Adverse Effect.   

4.19 EMPLOYMENT MATTERS. For any worldwide employee whose annual compensation   
exceeds $100,000 or foreign equivalent thereof, SCHEDULE 4.19 comprises a list  
of: (i) all employment contracts or agreements to which each of the Company and 
its Subsidiaries is a party or is subject as of the date of this Agreement, and 
(ii) the names, current salary rates, and accrued vacation and sick leave for   
all the employees of the Company and its Subsidiaries. None of the Company and  
its Subsidiaries has any shop union contracts or enterprise collective          
bargaining agreements; (i) none of the Company and its Subsidiaries is currently
engaged in any labor negotiations or employment dispute or grievance except for 
minor grievances with individual employees and not with any employee            
organization or group; and (ii) to the Company's knowledge, none of the Company 
and its Subsidiaries is the subject of any union organizing. Except as set forth
in SCHEDULE 4.19, none of the Company and its Subsidiaries has sponsored,       
maintained or participated in, nor does it currently sponsor, maintain or       
participate in, any oral or written employee benefit plan (as such term is      
defined in Section 3(3) of Employee Retirement Income Security Act of 1974, as  
amended ("ERISA")), or any trust related to any such plan.                      

4.20 BROKERS OR FINDERS. Except as set forth in SCHEDULE 4.20, the Company has  
not incurred nor will incur, directly or indirectly, any liability for any      
brokerage or finders' fees or agent's commissions or any similar charges in     
connection with this Agreement or any transaction contemplated hereby.          

4.21 BOOKS AND RECORDS. The minute books, stock record books and other records  
of the Company and its Subsidiaries, all of which have been made available to   
the Purchaser, are correct in all material respects. The minute books of the    
Company and its Subsidiaries are accurate in material respects records of all   
meetings and other corporate actions of their respective shareholders and board 
of directors and committees thereof.                                            

4.22 REGULATORY COMPLIANCE. (i) (A) With respect to each of the Company's       
products and, to the extent applicable, products under development              
(collectively, "COMPANY PRODUCTS"), (1) SCHEDULE 4.22 sets forth a list of all  
approvals, clearances, authorizations, licenses and registrations required by   
United States or foreign governments or government agencies obtained by the     
Company and its Subsidiaries to permit the manufacturing, distribution, sales,  
marketing or human research activities of the Company (the "COMPANY ACTIVITIES  
TO DATE") with respect to each Product (collectively, "COMPANY LICENSES"); and  

-9- 

DEF 14C
81st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 81st
(2) the Company and its Subsidiaries are in compliance in all material respects 
with all terms and conditions of each Company License and with all requirements 
pertaining to the Activities to Date with respect to each Product which is not  
required to be the subject of a Company License; (B) all manufacturing          
operations performed by or on behalf of the Company have been and are being     
conducted in all material respects in compliance with current good manufacturing
practices, and quality system regulations issued by the United States Food and  
Drug Administration ("FDA") and, to the extent applicable, counterpart          
regulations in the European Union; (C) the Company and its Subsidiaries are in  
compliance in all material respects with all applicable reporting requirements  
for all licenses or plant registrations described in clause (A) above; except,  
in the case of the preceding clauses (A) through (C), for any such failures to  
obtain or noncompliance which, individually or in the aggregate, would not have 
a Material Adverse Effect. (ii) To the Company's Knowledge, no filing or        
submission to the FDA or any other Governmental Body with regard to the Products
that is the basis for any approval or clearance contains any material omission  
or material false information.                                                  

ARTICLE 5 
REPRESENTATION AND
 WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Company that, as of the date
of this Agreement and as of the date of Closing:                                

5.1 ORGANIZATION. The Purchaser is a corporation duly organized, validly        
existing and in good standing under the laws of the State of Delaware, with full
corporate power and authority to conduct its business as is now being conducted,
and is duly qualified to do business and is in good standing in the State of    
Delaware. SCHEDULE 5.1 lists (a) all Subsidiaries and correctly sets forth the  
capitalization of each Subsidiary and ownership interest of the Purchaser or any
other Person therein, and (b) the jurisdiction in which each Subsidiary is      
organized. Each of the Subsidiaries is duly organized, validly existing and in  
good standing under the laws of its jurisdiction of incorporation or            
organization, except where the lack thereof would not have a Material Adverse   
Effect. The Purchaser and each of its Subsidiaries has the necessary power to   
own its properties and assets and to carry on its business as now conducted and 
is duly qualified or licensed to do business in each foreign jurisdiction where 
it conducts business or has assets, except where failure to be so qualified,    
licensed or in good standing would not have a Material Adverse Effect. The      
Purchaser has delivered to the Company correct and complete copies of the       
charter and bylaws of each of its Subsidiaries and the names of the directors   
and officers of each of the Purchaser and its Subsidiaries.                     

5.2 AUTHORITY. The Purchaser has all requisite corporate power and authority to 
enter into this Agreement, to perform its obligations under this Agreement and  
to consummate the transactions contemplated hereby. The execution and delivery  
of this Agreement, and the consummation of the transactions contemplated hereby 
have been duly authorized by all necessary corporate action on the part of the  
Purchaser. This Agreement has been duly executed and delivered by the Purchaser 
and constitutes valid and binding obligations of the Purchaser, enforceable     
against the Purchaser in accordance with its terms.                             

-10-

DEF 14C
82nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 82nd
5.3 NO CONSENTS. No consents, approvals, orders, waivers or authorizations of,  
or registration, declaration or filing with, any third party or Governmental    
Body is required by or with respect to the Purchaser or the Subsidiaries in     
connection with the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby, except for: (a) such consents,         
approvals, orders, authorizations, registrations, declarations and filings as   
may be required under applicable state securities laws or the securities laws of
the United States or of any foreign country; (b) those consents expressly listed
in SCHEDULE 5.3; (c) such filings, if any, required with the FTC and DOJ        
pursuant to the HSR Act; and (d) those consents, approvals, orders, waivers,    
authorizations, registrations, declarations or filings which, if not obtained or
made, would not have a Material Adverse Effect.                                 

5.4 NO CONFLICTS. Except as set forth in SCHEDULE 5.4 the execution and delivery
of this Agreement and the performance of its obligations hereunder (a) shall not
be in violation or breach of, and shall not conflict with or constitute a       
default under, any of the terms of the Purchaser's Certificate of Incorporation 
or Bylaws, of any contract, agreement or commitment binding upon the Purchaser  
or its Subsidiaries or any of their respective assets or properties, except in  
each case as would not have a Material Adverse Effect, nor enable any third     
party to terminate any Material Agreement; and (b) shall not conflict with or   
violate, in any material respect, any applicable law, rule, regulation,         
judgment, order or decree of any Governmental Body having jurisdiction over the 
Purchaser or its Subsidiaries or any of their assets or properties.             

5.5 CAPITAL STRUCTURE. The authorized capital stock of the Purchaser consists of
102,000,000 shares of capital stock, of which 100,000,000 shares are Common     
Stock, $0.001 par value (the "PURCHASER COMMON STOCK"), and 2,000,000 shares are
Preferred Stock, $0.001 par value (the "PURCHASER PREFERRED STOCK"), of which   
1,000,000 shares are designated as Series A Convertible Preferred Stock. As of  
November 19, 2004 there were 79,200,000 shares of Purchaser Common Stock issued 
and outstanding, and 510,000 shares of Purchaser Series A Convertible Preferred 
Stock issued and outstanding. All of the shares of Purchaser Common Stock are or
will be at Closing, duly authorized, validly issued, fully paid and             
non-assessable and not subject to preemptive rights created by statute, the     
Purchase's charter documents or any agreement to which the Purchaser is a party 
or by which it is bound. The authorized capital of the Purchaser will consist   
immediately prior to the Closing of 300,000,000 shares of Purchaser Common      
Stock, of which 12,000,000 shares are issued and outstanding.                   

5.6 OBLIGATIONS WITH RESPECT TO CAPITAL STOCK. SCHEDULE 5.6 sets forth a true   
and complete list as of the date hereof of all holders of outstanding           
Convertible Securities of the Purchaser, the exercise price per share, the term 
of each such Convertible Security, whether such Convertible Security is a       
nonqualified stock option or incentive stock option and any restrictions on     
exercise or sale of such Convertible Securities or underlying shares. On the    
Closing Date, the Purchaser shall deliver to Company a complete and correct     
updated SCHEDULE 5.6 giving effect to any exercise of Convertible Securities on 
or prior to Closing. Except as set forth in SCHEDULE 5.6, there are no          
outstanding: (a) securities convertible into or exchangeable for the capital    
stock of any class of the Purchaser or its Subsidiaries; (b) options, warrants  
or other rights to subscribe for or purchase shares of capital stock of any     
class of the Purchaser or its Subsidiaries; or (c) agreements of any kind       
relating to the issuance of any Equity Securities of any class of the Purchaser 
or its Subsidiaries, or any such convertible or exchangeable securities or any  
such options, warrants or rights to subscribe for or purchase shares of Equity  
Securities of the Purchaser or its Subsidiaries. Except as set forth in SCHEDULE
5.6, and as contemplated by this Agreement, to the Knowledge of the Purchaser   
there are no voting trusts or other agreements or understandings with respect to
the Purchaser Common Stock or any stock of its Subsidiaries including, without  
limitation, any agreement granting any form of registration rights to any person
or entity. Immediately prior to the Closing, except as consented to in writing  
by the Company, (i) Purchaser shall have no outstanding Convertible Securities  
or any rights, agreements or understandings entitling any person to acquire any 
capital stock or Convertible Securities of the Purchaser and (ii) Purchaser     
shall not be a party to any agreement granting any form of registration rights  
to any person or entity.                                                        

-11-

DEF 14C
83rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 83rd
5.7 SUBSIDIARIES. Except as described in SCHEDULE 5.7, the Purchaser owns all of
the Equity Securities of each of the Subsidiaries, beneficially and of record.  
SCHEDULE 5.7 lists all Equity Securities of Persons other than the Subsidiaries 
owned beneficially and of record by the Purchaser. All such Equity Securities of
the Subsidiaries and those listed on SCHEDULE 5.7 are owned free and clear of   
any encumbrance and are fully paid, validly issued and non-assessable.          

5.8 FINANCIAL STATEMENTS. The audited financial statements of Purchaser as filed
pursuant to the Exchange Act have been prepared in accordance with GAAP, applied
on a consistent basis throughout the periods covered thereby, and present fairly
in all material respects the financial position, assets and liabilities of the  
Purchaser at the dates indicated and the results of its operations and changes  
in financial position for the periods indicated. The unaudited quarterly        
financial statements of Purchaser as filed pursuant to the Exchange Act present 
fairly in all material respects the results of operations of the Purchaser      
except as otherwise stated therein (or in any related notes) and except for the 
lack of footnotes and subject to normal audit adjustment.                       

5.9 NO UNDISCLOSED LIABILITIES. Except as set forth in SCHEDULE 5.9, to the     
Purchaser's Knowledge, Purchaser has no undisclosed liabilities or obligations  
(whether absolute, accrued, contingent or otherwise and whether due or to become
due, including liabilities for taxes and interest and penalties thereon) of a   
material nature required by GAAP to be reflected on a consolidated balance sheet
of the Purchaser or described in the notes thereto that are not reflected in the
Financial Statements, except for liabilities and obligations (a) incurred since 
December 31, 2003 in the Ordinary Course of Business; or (b) specifically       
disclosed in any Schedule to this Agreement.                                    

5.10 BUSINESS CHANGES. Since December 31, 2003, except with respect to          
inter-Purchaser transactions or as otherwise contemplated by this Agreement or  
as set forth in SCHEDULE 5.10, (a) the Purchaser and its Subsidiaries have      
conducted its business in the Ordinary Course of Business; the Purchaser and its
Subsidiaries have not issued, declared, set aside or paid any dividend or other 
distribution of cash or property on any of its respective Equity Securities nor 
has it, directly or indirectly, purchased, redeemed or otherwise acquired any   
shares of its respective, Equity Securities or entered into any agreement or    
commitment to do any of the foregoing (b) for the Purchaser and its Subsidiaries
there has not been any (i) general uniform increase in the compensation of the  
employees (including, without limitation, any increase pursuant to any bonus,   
pension, profit-sharing, deferred compensation or other plan or commitment),    
other than increases in the Ordinary Course of Business, (ii) increase in any   
such compensation payable to any individual officer, director, consultant or    
agent, other than increases in the Ordinary Course of Business, (iii) loans made
to any officers, directors, shareholders, employees, consultants or agents, and 
(c) the Purchaser and its Subsidiaries have not incurred additional debt for    
borrowed money, nor has it incurred any obligation or liability (fixed,         
contingent or otherwise), nor made any acquisition of or contract for           
acquisition of any assets, nor paid any obligation or liability (except for     
current obligations or liabilities), in each case in excess of $50,000 or       
$200,000 in the aggregate, except in the Ordinary Course of Business;           

-12-

DEF 14C
84th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 84th
5.11 PROPERTIES. SCHEDULE 5.11 lists all real property leased by the Purchaser  
and its Subsidiaries, which is true in all material respects as of the date     
hereof. The Purchaser and its Subsidiaries own no real property except as       
provided on SCHEDULE 5.11 hereto: (i) the Purchaser and its Subsidiaries have   
good and marketable title to all assets and properties listed on the Financial  
Statements or thereafter acquired, free and clear of any Encumbrances other than
Permitted Liens, except where the lack of such good and marketable title would  
not have a Material Adverse Effect; and (ii) all of the material fixed assets   
and material properties listed in the Financial Statements or thereafter        
acquired are in satisfactory condition and repair in all material respects for  
the requirements of the business as presently conducted. All material agreements
pursuant to which the Purchaser and its Subsidiaries lease real or personal     
property are listed in SCHEDULE 5.11 hereto, are valid, effective and           
enforceable in accordance with their respective terms and there is not under any
such leases any existing material default or any event which, with notice or    
lapse of time or both, would have a Material Adverse Effect.                    

5.12 TAXES. Except as set forth in SCHEDULE 5.12, the Purchaser and each of its 
Subsidiaries has duly filed with the appropriate Governmental Body all tax      
returns and reports required to be filed, and has paid or accrued in full all   
Taxes due to, or claimed to be due by, any taxing authority. To the Knowledge of
the Purchaser, such tax filings were correct and complete when filed.           

5.13 COMPLIANCE WITH LAWS. To the Purchaser's Knowledge, the business of the    
Purchaser and its Subsidiaries has been conducted in compliance with all        
applicable laws, regulations, orders and other requirements of any Governmental 
Body, except where failure to comply will not have a Material Adverse Effect.   

5.14 LITIGATION. Except as set forth in SCHEDULE 5.14 and, except for claims,   
disputes, actions, proceedings, suits or appeals that would not have a Material 
Adverse Effect, there is no claim, dispute, action, proceeding, suit or appeal, 
at law or in equity, pending against the Purchaser and its Subsidiaries, or     
involving the Purchaser and its Subsidiaries assets or properties, before any   
court, agency, authority, arbitration panel or other tribunal, and, to the      
Purchaser's Knowledge, none have been threatened.                               

5.15 CONTRACTS. SCHEDULE 5.15 lists each contract or agreement to which the     
Purchaser is a party (and the Purchaser has provided the Company with a copy of 
each such written contract or agreement or a written description of each such   
verbal contract or agreement), (i) is a power of attorney or similar            
authorization granted by the Purchaser and its Subsidiaries to third parties, or
(ii) currently involves payments or receipts of more than $50,000 to vendors or 
$20,000 to customers on an annual basis that cannot be terminated by the        
Purchaser without penalty on less than 61 days notice (collectively, the        
"PURCHASER MATERIAL AGREEMENTS"). The Purchaser and its Subsidiaries are not in 
material default individually or in the aggregate (or would not by the lapse of 
time and/or the giving of notice be in material default) in respect of any      
Purchaser Material Agreement to which they are parties. To the Purchaser's      
Knowledge, no party to any Purchaser Material Agreement is in material default  
thereunder or has materially breached any terms or provisions thereof which are 
material to the conduct of any of the respective business. To the Purchaser's   
Knowledge, none of the Purchaser Material Agreements will be terminated as a    
result of the transaction contemplated hereby.                                  

-13-

DEF 14C
85th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 85th
5.16 INTELLECTUAL PROPRIETARY RIGHTS. The Purchaser and its Subsidiaries own or 
have the right to use all Intellectual Property necessary for the operation of  
their businesses as presently conducted. SCHEDULE 5.16 constitutes a full and   
complete list of all material Intellectual Property that the Purchaser and its  
Subsidiaries own or license (to or from a third party) in connection with their 
operations (the "PURCHASER INTELLECTUAL PROPERTY ASSETS"), and specifies whether
such Intellectual Property is owned or used under license and whether the       
Purchaser and its Subsidiaries act as licensor or licensee. The Purchaser and   
its Subsidiaries hold all right, title and interest in and to those Purchaser   
Intellectual Property Assets which are specified as owned by them, except where 
the failure to hold all such right, title and interest would not have a Material
Adverse Effect. All material license agreements and all other instruments       
relating to material licenses are in full force and effect and true and complete
copies thereof have been provided to the Company. None of the Purchaser         
Intellectual Property Assets have been held or stipulated to be invalid in any  
litigation which has been concluded and the validity of the Purchaser           
Intellectual Property Assets has not been questioned in any litigation that is  
currently pending or, to the Purchaser's Knowledge, threatened, except where any
such pending or threatened litigation would not have a Material Adverse Effect. 
To the Purchaser's Knowledge, the Purchaser and its Subsidiaries do not infringe
on the Intellectual Property of any third party through its actions in the      
conduct of its business in any material respect.                                

5.17 INSURANCE. SCHEDULE 5.17 constitutes a full and complete list of all       
policies of insurance to which the Purchaser and its Subsidiaries is a party or 
is a beneficiary or named insured. All of the insurance policies and bonds      
maintained by the Purchaser and its Subsidiaries are in full force and effect,  
except where the failure of such policies or bonds to be in full force and      
effect would not have a Material Adverse Effect. None of the Purchaser and its  
Subsidiaries has received any notice or other indication from any insurer or    
agent of any intent to cancel or not to renew any of such insurance policies,   
except where any such cancellation or failure to renew would not have a Material
Adverse Effect.                                                                 

5.18 ENVIRONMENTAL COMPLIANCE. To the Purchaser's Knowledge, the Purchaser and  
its Subsidiaries have all permits, licenses and other authorizations, which are 
required under existing Environmental Laws and the failure of which would have a
Material Adverse Effect. To the Purchaser's Knowledge, the Purchaser and its    
Subsidiaries is presently in compliance in all material respects with all       
Environmental Laws, and has not generated, manufactured, refined, transported,  
transferred, produced or processed any hazardous material or solid waste, except
in compliance with all applicable Environmental Laws. There are no existing     
environmental conditions or circumstances with respect to any real property     
owned or leased by the Purchaser and its Subsidiaries, whether or not           
discovered, which would be probable to result in a liability which would have a 
Material Adverse Effect, should any such conditions or circumstances become the 
basis for any claim which is asserted in the future by any aggrieved party      
(including, without limitation, any Governmental Body). There is no pending or, 
to the Purchaser's Knowledge, threatened civil or criminal litigation, notice of
violation or administrative proceeding to which the Purchaser and its           
Subsidiaries is a party relating to Environmental Laws, except where any such   
litigation, violation or proceeding would not have a Material Adverse Effect.   

-14-

DEF 14C
86th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 86th
5.19 EMPLOYMENT MATTERS. For any worldwide employee whose annual compensation   
exceeds $100,000 or foreign equivalent thereof, SCHEDULE 5.19 comprises a list  
of: (i) all employment contracts or agreements to which each of the Purchaser   
and its Subsidiaries is a party or is subject as of the date of this Agreement, 
and (ii) the names, current salary rates, and accrued vacation and sick leave   
for all the employees of the Purchaser and its Subsidiaries. (i) the Purchaser  
and its Subsidiaries does not have any shop union contracts or enterprise       
collective bargaining agreements; (ii) the Purchaser and its Subsidiaries are   
not currently engaged in any labor negotiations or employment dispute or        
grievance except for minor grievances with individual employees and not with any
employee organization or group; and (iii) to the Purchaser's Knowledge, the     
Purchaser and its Subsidiaries is the subject of any union organizing. Except as
set forth in SCHEDULE 5.19, the Purchaser and its Subsidiaries has not          
sponsored, maintained or participated in, nor does it currently sponsor,        
maintain or participate in, any oral or written employee benefit plan (as such  
term is defined in Section 3(3) of ERISA), or any trust related to any such     
plan.                                                                           

5.20 BROKERS OR FINDERS. Except as set forth in SCHEDULE 5.20, the Purchaser has
not incurred nor will incur, directly or indirectly, any liability for any      
brokerage or finders' fees or agent's commissions or any similar charges in     
connection with this Agreement or any transaction contemplated hereby.          

5.21 BOOKS AND RECORDS. The minute books, stock record books and other records  
of the Purchaser and its Subsidiaries, all of which have been made available to 
the Company, are correct in all material respects. The minute books of the      
Purchaser and its Subsidiaries are accurate in material respects records of all 
meetings and other corporate actions of their respective shareholders and board 
of directors and committees thereof.                                            

5.22 FINANCIAL REPORTS AND REGULATORY DOCUMENTS. Except as set forth on SCHEDULE
5.22, Purchaser has timely filed all reports, registrations and statements,     
together with any amendments required to be made with respect thereto, that it  
was required to file since January 1, 2000, with the SEC, and all other material
reports and statement required to be filed by it with any Governmental Body     
since January 1, 2000, including, without limitation, any report or statement   
required to be filed pursuant to the laws of the United States or the State of  
Delaware, and has paid all fees and assessments due and payable in connection   
therewith. As of their respective dates, such reports, registrations and        
statements complied in all material respects with all the laws, rules and       
regulations of the applicable Governmental Body with which they are filed. The  
Purchaser SEC Reports (i) at the time filed, complied in all material respects  
with the applicable requirements of the Securities Act and Exchange Act, as the 
case may be, (ii) did not at the time they were filed (or if amended or         
superseded b a filing prior to the date of this Agreement, then on the date of  
such filing prior to the date of this Agreement, then on the date of such       
filing) contain any untrue statement of a material fact or omit to state a      
material fact required to be stated in such Purchaser SEC Reports or necessary  
in order to make the statements in such Purchaser SEC reports, in light of the  
circumstances under which they were made, not misleading. None of Purchaser's   
Subsidiaries is required to file any forms, reports or other documents with the 
SEC. Except as set forth in this Agreement or the Schedules or Exhibits attached
hereto, or as disclosed in the Purchaser SEC Reports, there is no fact that the 
Purchaser has not disclosed to the Company in writing and of which any of its   
officers, directors or executive employees is aware and that has had or would   
reasonably be expected to have a Material Adverse Effect.                       

-15-

DEF 14C
87th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 87th
 ARTICLE 6
 CONDUCT PENDING THE CLOSING

During the period from the date of this Agreement and continuing until the      
Closing Date or the termination of this Agreement, the Parties hereto agree as  
follows:                                                                        

(a) ACCESS TO INFORMATION. The Parties shall afford to the each other and to    
each others attorneys, accountants, and other authorized representatives, access
to, and upon request, copies of, all information available to the parties and   
their respective Subsidiaries with respect to the operations of the parties and 
their respective Subsidiaries including, all of the respective properties,      
books, contracts, commitments, records and personnel. Such investigation shall  
be conducted in such a manner so as not to interfere unreasonably with the      
operations of the Company and its Subsidiaries. Further, each party agrees that 
it will not, and will cause its representative not to, use any Confidential     
Information obtained pursuant to this Article 6 (as well as any other           
Confidential Information obtained prior to the date hereof in connection with   
the entering into of this Agreement) for any purpose unrelated to the           
consummation of the transactions contemplated by this Agreement. Subject to the 
Requirements of Law, each party will keep confidential, and will cause its      
representative to keep confidential, all Confidential Information and documents 
obtained pursuant to this Article 6 (as well as any other information obtained  
prior to the date hereof in connection with the entering into of this           
Agreement). In the event that this Agreement is terminated or the transaction   
contemplated by this Agreement shall otherwise fail to be consummated, each     
party shall promptly cause all copies of documents or extracts thereof          
containing Confidential Information and data as to the other party to be        
returned to the other party. No investigation by either party of the business   
and affairs of the other party shall affect or be deemed to modify or waive any 
representation, warranty, covenant or agreement in this Agreement, or the       
conditions to either party's obligation to consummate the transactions          
contemplated by this Agreement.                                                 

(b) DIRECTOR AND STOCKHOLDER APPROVAL. Each of the Parties shall take all action
necessary (i) to obtain the written consent of its directors or to convene a    
meeting of its directors to approve the Merger, this Agreement and the          
transactions contemplated hereby and thereby, (ii) to obtain the written consent
of the holders of the Company Stock or Purchaser Common Stock (as applicable) or
to convene a meeting of their respective stockholders as soon as reasonably     
practicable and (iii) to solicit the approval of their respective stockholders  
of the Merger, this Agreement and the transactions contemplated hereby and      
thereby. Each of the Parties shall ensure that its director and stockholder     
approval is solicited in compliance with the procedural requirements of Delaware
Law, the Certificate of Incorporation and the Bylaws of the Company or the      
Purchaser (as applicable), provided, however, that no director or officer shall 
be required to violate any fiduciary duty or other requirement imposed by law in
connection therewith.                                                           

-16-

DEF 14C
88th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 88th
(c) UPDATE TO DISCLOSURE SCHEDULES. Without limiting any party's right to rely  
on the respective representations or warranties of the other parties contained  
in ARTICLES IV OR V, each party shall provide the other parties with updates to 
their respective Disclosure Schedules provided or made available pursuant hereto
as to material facts which arise or are first discovered between the date of    
this Agreement and the Closing Date and which, if they had occurred and been    
known prior to the date of this Agreement, would have been required to be       
disclosed in order to make such party's respective representations and          
warranties true and correct in all material respects as of the date of this     
Agreement. Each party shall take all reasonable action within their respective  
capability necessary to render accurate as of the Closing Date its respective   
representations and warranties contained in this Agreement and shall refrain    
from taking any action which would render inaccurate as of the Closing Date any 
such representations or warranties. Each party shall notify the other of any    
material adverse development causing a breach of any of its own representations 
and warranties. Each party shall notify the other of any action, suit or        
proceeding that shall be instituted or threatened against such party to         
restrain, prohibit, or otherwise challenge the legality of any transaction      
contemplated by this Agreement.                                                 

(d) COMMUNICATIONS. Neither of the Parties shall furnish any communication to   
the public if the subject matter thereof relates to the other party or to the   
transactions contemplated by this Agreement without the prior approval of the   
other party as to the content thereof, which approval shall not be unreasonably 
withheld. Nothing contained herein shall prevent any party at any time from     
furnishing any information to any Governmental Body or from issuing any release 
where it reasonably believes it is legally required to do so.                   

(e) ORDINARY COURSE OF BUSINESS. Each of the Parties shall use, and cause each  
of its Subsidiaries to use, best efforts to: (i) preserve the services of its   
present officers and employees, its net asset value and its business, including 
its relationship with its customers and suppliers; (ii) operate and carry on its
business operations only in the Ordinary Course of Business and substantially as
presently operated; (iii) not sell, dispose of or encumber or enter into any    
agreement for the sale of any of its material assets other than in the Ordinary 
Course of Business; (iv) not change the method by which bonuses or other        
payments are made to its officers, directors and employees and (v) not enter    
into any material contract, arrangement or agreement.                           

(f) DIVIDENDS; CHANGES IN STOCK. Except in completing the transactions          
contemplated by this Agreement, none of the Purchaser and/or its Subsidiaries   
shall or shall propose to: (i) declare or pay any dividends on or make any other
distributions in respect of any of its capital stock; (ii) split, combine or    
reclassify any of its capital stock or issue or authorize the issuance of any   
other securities in respect of, in lieu of or in substitution for shares of its 
capital stock; or (iii) repurchase or otherwise acquire any shares of its       
capital stock.                                                                  

(g) LEGAL CONDITIONS. Each party shall take all reasonable actions necessary to 
comply promptly with any legal requirements which may be imposed on the         
consummation of the transaction contemplated herein and shall promptly cooperate
with and furnish information to the other party in connection with any such     
requirements imposed upon such other party in connection herewith. Each party   
shall take all reasonable actions to obtain (and to cooperate with the other    
party in obtaining) any consent, authorization, order or approval of, or any    

-17-

DEF 14C
89th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 89th
exemption by, any Governmental Body, or other third party, required to be       
obtained or made by such party (or by the other party) in connection with the   
taking of any action contemplated thereby or by this Agreement. Each of the     
parties shall file any Notification and Report Forms and related materials that 
it may be required to file with the FTC and the DOJ under the HSR Act and shall 
use its reasonable best efforts to obtain an early termination of the applicable
waiting period and make any further filings pursuant thereto that may be        
necessary, proper or advisable.                                                 

(h) ISSUANCE OF SECURITIES. Neither the Company nor the Purchaser shall issue,  
deliver or sell, or authorize or propose or enter into any agreement for the    
issuance, delivery or sale of, or purchase or propose the purchase of, any      
Convertible Securities or Equity Securities, except (i) pursuant to the         
provision of Convertible Securities issued and outstanding as of the date hereof
or (ii) pursuant to the agreements contemplated by ARTICLE 7.                   

(i) GOVERNING DOCUMENTS. None of the Purchaser and/or its Subsidiaries shall    
amend its charter documents except as contemplated by ARTICLE 7.                

(j) SALARIES, BENEFIT PLANS, ETC. Except as disclosed on Schedule 6(j), none of 
the Purchaser and/or its Subsidiaries shall incur any salaries or other         
compensation payable to officers, directors, employees or consultants, and shall
not hire any employees or consultants, nor adopt or amend in any material       
respect any collective bargaining agreement or benefit plan or any other        
agreement with employees.                                                       

(k) NOTICE OF CERTAIN DEFAULTS OR CLAIMS. The Purchaser shall give prompt notice
to the Company of (i) any notice of default received by it under any material   
instrument or material agreement to which any of the Purchaser and/or its       
Subsidiaries is a party or by which it is bound; (ii) any transaction that is   
reasonably likely to have a Material Adverse Effect.                            

 ARTICLE 7
 CONDITIONS TO CLOSING

7.1 CONDITIONS TO EACH PARTY'S OBLIGATIONS. The obligations of each party to    
effect the Merger are subject to the satisfaction on or prior to the Closing    
Date of the following conditions unless waived (to the extent such conditions   
can be waived) by all such parties affected thereby, as applicable:             

(a) GOVERNMENT CONSENTS; AUTHORIZATIONS. All material consents, authorizations, 
orders or approvals of, and filings or registrations with or imposed by, any    
Governmental Body which are required for or in connection with the execution and
delivery of this Agreement or the consummation of the transactions contemplated 
hereby shall have been obtained or made, including, without limitation,         
expiration or early termination of the waiting period under the HSR Act.        

(b) LEGAL ACTION. No temporary restraining order, preliminary injunction or     
permanent injunction or other order preventing the consummation of the          
transactions contemplated herein shall have been issued by any Government Body  
of competent jurisdiction and remain in effect. Each party agrees to use its    
reasonable best efforts to have any such injunction or order lifted.            

(c) LEGISLATION. No Requirement of Law shall have been enacted and remain in    
effect which prohibits or makes illegal the consummation of this Agreement or   
any of the conditions to the consummation of this Agreement.                    

7.2 CONDITIONS TO OBLIGATIONS OF THE PURCHASER. The obligations of the Purchaser
to perform this Agreement at the Closing are subject to the satisfaction on or  
prior to the Closing Date of the following conditions, unless waived by the     
Purchaser:                                                                      

-18-

DEF 14C
90th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 90th
(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of the   
Company contained in this Agreement shall be true and correct in all material   
respects as of the date of this Agreement and as of the Closing Date as though  
made on and as of the Closing Date, and the Purchaser shall have received a     
certificate signed by an officer of the Company to such effect.                 

(b) DIRECTOR AND STOCKHOLDER APPROVAL. The Company shall have obtained all      
requisite approval of its directors and stockholders for this Agreement, the    
Merger and the transactions contemplated hereby.                                

(c) PERFORMANCE OF OBLIGATIONS BY THE COMPANY. The Company shall have performed 
in all material respects all obligations required to be performed by it under   
this Agreement on or before the Closing Date, and the Purchaser shall have      
received a certificate signed by an officer of the Company to such effect.      

7.3 CONDITIONS TO OBLIGATIONS OF THE COMPANY. The obligations of the Company to 
perform this Agreement at the Closing are subject to the satisfaction on or     
prior to the Closing Date of the following conditions, unless waived by the     
Company:                                                                        

(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of the   
Purchaser contained in this Agreement shall be true and correct in all material 
respects as of the date of this Agreement and as of the Closing Date as though  
made on and as of the Closing Date, and the Company shall have received a       
certificate signed by an officer of the Purchaser to such effect.               

(b) DIRECTOR AND STOCKHOLDER APPROVAL. The Purchaser shall have obtained all    
requisite approval of its directors and shareholders for this Agreement, the    
Merger and the transactions contemplated hereby.                                

(c) PERFORMANCE OF OBLIGATIONS OF THE PURCHASER. The Purchaser shall have       
performed in all material respects all obligations required to be performed by  
it under this Agreement on or before the Closing Date, and the Company shall    
have received a certificate signed by an officer of the Purchaser to such       
effect.                                                                         

(d) GOVERNMENTAL FILINGS; NO VIOLATIONS. Purchaser shall have made all filings  
required of it pursuant to the Exchange Act, including the filing of a Form 8-K 
upon execution of this Agreement describing the transaction, subject to the     
Company's prior review and reasonable approval.                                 

(e) LIMIT ON DISSENTERS. Not more than five percent (5%) of the outstanding     
shares of either Purchaser Stock or Company Stock shall have exercised dissenter
rights in connection with the proposed Merger.                                  

(f) LIMITATION ON OUTSTANDING OBLIGATIONS. Except for trade payables incurred in
the Ordinary Course of Business and not past due, the Purchaser shall have no   
more than $50,000 of outstanding debt or liabilities (including, without        
limitation, any and all outstanding amounts owed or payable to employees or     
independent contractors of Purchaser).                                          

(g) TERMINATION OF CERTAIN AGREEMENTS. The employment agreements of Mr.         
Giansiracusa and Mr. Lahey with the Purchaser shall be terminated by mutual     
consent and the accrued salary, options and other benefits owed to Mr.          
Giansiracusa and Mr. Lahey shall be satisfied on or before the Closing Date.    

-19-

DEF 14C
91st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 91st
(h) FINANCING TRANSACTION. Purchaser shall have entered into, and be a party to,
definitive agreements contemplating the purchase by, and sale to, a third party 
or parties of at least $15.0 million of equity securities of the Purchaser, such
purchase and sale to occur subsequent to the closing of the Merger and be in    
form and substance satisfactory to the Company in its sole and absolute         
discretion.                                                                     

(i) WHITEBOX CONSENT. Whitebox Advisors and each of the Whitebox Parties shall  
have consented to this Agreement and the transactions contemplated hereby, and  
the Purchase Agreement dated September 17th, 2004 by and between the Company and
the Whitebox Parties (the "WHITEBOX AGREEMENT") and each of the Notes and       
Warrants (as such terms are defined in Whitebox Agreement) shall be revised and 
amended to appropriately reflect the transactions contemplated by this Agreement
in form and substance satisfactory to the Company in its sole and absolute      
discretion.                                                                     

(j) REVERSE STOCK SPLIT. The Purchaser shall have consummated a reverse split of
all of Purchaser's presently authorized common stock in such amount as approved 
in writing by the Company.                                                      

 ARTICLE 8
 TERMINATION

8.1 TERMINATION. Notwithstanding any other provisions of this Agreement, this   
Agreement may be terminated, and the Merger may be abandoned as follows:        

(a) MUTUAL CONSENT. At any time prior to the Effective Time, by the mutual      
consent of Purchaser and Company, if the Board of Directors of each so          
determines by vote of a majority of the members of its entire Board.            

(b) BREACH. At any time prior to the Effective Time, by Purchaser or Company if 
its Board of Directors so determines by vote of a majority of the members of its
Board, in the event of either: (i) a breach by the other party of any           
representation or warranty contained herein (subject to the standard set forth  
herein), which breach cannot be or has not been cured within 10 days after the  
giving of written notice to the breaching party of such breach; or (ii) a breach
by the other party of any of the covenants or agreements contained herein, which
breach cannot be or has not been cured within 10 days after the giving of       
written notice to the breaching party of such breach.                           

(c) DELAY. At any time prior to the Effective Time, by either Purchaser or      
Company if its Board of Directors so determines by vote of a majority of the    
members of its entire Board, in the event that the Merger is not consummated by 
December 31, 2004, except not by such Party to the extent that the failure of   
the Merger then to be consummated arises out of or results from knowing action  
or inaction of such party to the detriment of the other Party, except as        
permitted hereunder.                                                            

(d) NO APPROVAL. By Company or by the Purchaser, if its Board of Directors so   
determines by a vote of a majority of the members of its entire Board, in the   
event the approval of any Governmental Body required for consummation of the    
Merger and the other transactions contemplated by this Agreement shall have been
denied by final nonappealable action of such Governmental Body or any           
Governmental Body issues a final nonappealable order blocking the Merger.       

(e) ACQUISITIONS PROPOSAL. This Agreement may be terminated by Purchaser or     
Company by written notice to the other if such party (i) received an Acquisition
Proposal, (ii) receives the advice of its outside counsel that to proceed with  
the Merger will violate the fiduciary duties of its Board of Directors to its   
stockholders in light of such Acquisition Proposal, and (iii) after receiving   
such advice, determines to accept such proposal; provided, however, that such   
party shall not be entitled to terminate this Agreement pursuant to this SECTION
8.1(e) unless it shall have provided the Company with written notice of such a  
possible determination (which written notice will inform the other of the       
material terms and conditions of the proposal, including the identity of the    
proponent) not less than two business days prior to such determination.         

-20-

DEF 14C
92nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 92nd
(f) DISCLOSURE SCHEDULES AMENDMENT OR SUPPLEMENT. At any time prior to the      
Effective Time by either Company or Purchaser, if its Board of Directors so     
determines by vote of a majority of the members of its entire Board that the    
other party has amended its Disclosure Schedules provided pursuant to ARTICLES  
IV OR V hereof (as applicable) and such amendment discloses events that would be
reasonably likely to result in a Material Adverse Effect on the Surviving       
Company following the Closing.                                                  

(g) FAILURE TO APPROVE. This Agreement shall automatically terminate if the     
stockholders of either Purchaser or the Company fail to approve this Agreement  
and the transactions contemplated hereby pursuant to any vote taken (at any     
meeting or by written consent) seeking shareholder approval thereof.            

8.2 EFFECT OF TERMINATION AND ABANDONMENT. In the event of termination of this  
Agreement and the abandonment of the Merger pursuant to SECTIONS 8(a)-(e), no   
party to this Agreement shall have any liability or further obligation to any   
other party hereunder except that termination under SECTION 8.1(b) will not     
relieve a breaching party from liability for any breach of this Agreement giving
rise to such termination; provided, however, in no event shall the breaching    
party pay to the non-breaching party for such a breach an amount greater than   
the actual out-of-pocket costs and expenses incurred by the non-breaching party 
in connection with this Agreement and the enforcement of its rights hereunder.  

 ARTICLE 9
GENERAL PROVISIONS

9.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representation and          
warranties of the Company and Purchaser set out herein shall survive the        
Closing.                                                                        

9.2 FURTHER ASSURANCES. From time to time, each party will execute such         
additional instruments and take such actions as may be reasonably required to   
carry out the intent and purposes of this agreement.                            

9.3 WAIVER. Any failure on the part of either party hereto to comply with any of
its obligation, agreements, or conditions hereunder may be waived in writing by 
the party to whom such compliance is owed.                                      

9.4 BROKERS. Each party agrees to indemnify and hold harmless the other party   
against any fee, loss, or expense arising out of claims by brokers or finders   
employed or alleged to have been employed by the indemnifying party.            

9.5 NOTICES. All notices and other communications hereunder shall be in writing 
and shall be deemed to have been given if delivered in person or sent by prepaid
first-class certified mail, return receipt requested or recognized commercial   
courier service or when sent by facsimile to the number set forth below if sent 
between 8:00 a.m. and 5:00 p.m. recipient's local time ("Local Time") of a      
business day, or on the next business day if sent other than between the hours  
of 8:00 a.m. and 5:00 p.m. Local Time or on a business day, as follows:         

-21-

DEF 14C
93rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 93rd
If to the Company:                                                              

Anthony A. Nobles                           
Sutura, Inc.                                
17080 Newhope Street                        
Fountain Valley, CA 92708                   
Facsimile:  (717) 437-9806                  

With a copy to::                                                                

Richard J. Babcock, Esq.                    
Sheppard Mullin Richter & Hampton LLP       
650 Town Center Drive, Ste. 400             
Costa Mesa, CA  92626                       
Facsimile:  (714) 513-5130                  

If to the Purchaser:                                                            

James B. Lahey                              
Technology Visions Group, Inc.              
910 W. San Marcos Blvd.                     
San Marcos, CA 92078                        
Facsimile:                                  

With a copy to:                                                                 
__________________                      
__________________                      
__________________                      
__________________                      

9.6 GOVERNING LAW. This agreement shall be governed by and construed and        
enforced in accordance with the laws of the State of Delaware.                  

9.7 ASSIGNMENT. This agreement shall inure to the benefit of, and be binding    
upon, the parties hereto and their successors and assigns provided however, that
any assignment by either party of its rights under this agreement without the   
written consent of the other party shall be void.                               

9.8 COUNTERPARTS. This agreement may be executed simultaneously in two or more  
counterparts, each of which shall be deemed an original, but all of which       
together shall constitute one and the same instrument. Signatures sent by       
facsimile transmission shall be deemed to be evidence of the original execution 
thereof.                                                                        

9.9 CLOSING DATE. The Closing shall take place upon the fulfillment by each     
party of all the conditions of Closing required herein, but not later than 45   
days following execution of this agreement unless extended by mutual consent of 
the parties.                                                                    

-22-

DEF 14C
94th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 94th
9.10 REVIEW OF THE AGREEMENT. Each party acknowledges that it has had time to   
review this agreement and, as desired, consult with counsel. In the             
interpretation of this agreement, no adverse presumption shall be made against  
any party on the basis that it has prepared, or participated in the preparation 
of, this agreement.                                                             

9.11 SCHEDULES. All schedules attached hereto, if any, shall be acknowledged by 
each party by signature or initials thereon and shall be dated.                 

9.12 EFFECTIVE DATE. The effective date of this agreement shall be upon its     
execution.                                                                      

[Signatures on following page]

-23-

DEF 14C
95th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 95th
 SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER BETWEEN SUTURA, INC.
AND TECHNOLOGY VISIONS GROUP, INC.

IN WITNESS WHEREOF, the parties have executed this agreement this 22nd day of   
November 2004.                                                                  

TECHNOLOGY VISIONS GROUP, INC.               SUTURA, INC.                       

/s/ James B. Lahey                           /s/ Anthony A. Nobles              
-----------------------------------          -----------------------------------
James B. Lahey, President                    Anthony A. Nobles, President       

-24-

DEF 14C
96th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 96th
 EXHIBIT A

 DEFINITIONS

"ACQUISITION PROPOSAL" means any tender or exchange offer, proposal for a       
Merger, consolidation or other business combination involving Purchaser or any  
proposal or offer to acquire in any manner a substantial equity interest in, or 
a substantial portion of the assets or deposits of, Purchaser, other than the   
transactions contemplated by this Agreement.                                    

"AGREEMENT" shall have the meaning set forth in the introductory paragraph.     

"CLOSING" and "CLOSING DATE" have the meanings set forth in Section 2.2 hereof. 

"COMPANY" shall have the meaning set forth in the introductory paragraph.       

"COMPANY ACTIVITIES TO DATE" shall have the meaning set forth in Section 4.22   

"COMPANY COMMON STOCK" shall have the meaning set forth in Section 4.5.         

"COMPANY DISSENTING SHARE" means any share of Company Stock, which is owned by a
stockholder who or which has exercised his, her or its appraisal rights under   
Delaware Law.                                                                   

"COMPANY FINANCIAL STATEMENTS" means: (i) the audited consolidated balance      
sheets of the Company at December 31, 1997, 1998, 1999 and 2000, and the related
statements of income, cash flows and changes in shareholders' equity for the    
fiscal years then ended; and (ii) the unaudited consolidated balance sheets of  
the Company at December 31, 2001, 2002, 2003 and the related statements of      
income and cash flows for the periods then ended.                               

"COMPANY INTELLECTUAL PROPERTY ASSETS" shall have the meaning set forth in      
Section 4.16.                                                                   

"COMPANY LICENSES" shall have the meaning set forth in Section 4.22.            

"COMPANY MATERIAL AGREEMENT" shall have the meaning set forth in Section 4.15.  

"COMPANY PREFERRED STOCK" shall have the meaning set forth in Section 4.5.      

"COMPANY PRODUCTS" shall have the meaning set forth in Section 4.22.            

"COMPANY RIGHTS" shall have the meaning set forth in Section 3.3.               

"COMPANY STOCK" means all of the issued and outstanding shares of Company Common
Stock and Company Preferred Stock issued and outstanding immediately before     
Closing.                                                                        

"COMPANY STOCKHOLDER" means any holder of shares of Company Stock.              

"CONFIDENTIAL INFORMATION" means all information relating to the customers or   
markets of the party which originally disclosed such information ("DISCLOSING   
PARTY"), the composition, manufacture or development of the Disclosing Party's  
products, the corporate structure and organization of the Disclosing Party and  
other technical data, trade secrets or proprietary information, the Financial   
Statements and all earlier and subsequent financial statements, financial       
information, budgets, forecasts, marketing plans and strategies, business plans,
business, assets or prospects of the Disclosing Party which such party protects 

-25-

DEF 14C
97th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 97th
against unrestricted disclosure to others and such other information as the     
Disclosing Party shall advise the other parties to this Agreement is considered 
by the Disclosing Party as confidential. Confidential Information shall not     
include information that: (i) was rightfully in the possession of the party     
which originally received such information from the Disclosing Party ("RECEIVING
PARTY") or was rightfully known to the Receiving Party prior to receipt from the
Disclosing Party and is not subject to a separate confidentiality obligation;   
(ii) is independently developed by the Receiving Party; (iii) is or becomes     
publicly known without the fault of the Receiving Party; (iv) is or becomes     
rightfully available to the Receiving Party without confidentiality restriction 
from a source other than the Disclosing Party; or (v) which a party is required 
to disclose pursuant to a directive of a Governmental Body; provided that in    
each of the foregoing exceptions the burden of proof that any information does  
not constitute Confidential Information shall be on the Receiving Party.        

"CONVERTIBLE SECURITIES" means options, warrants or other rights to acquire     
securities of the Company or Purchaser (as the context requires).               

"DELAWARE LAW" shall have the meaning set forth in the Recitals.                

"DISCLOSURE SCHEDULES" shall mean the Schedules of the Company provided pursuant
to Article IV or of the Purchaser provided pursuant to Article V (as the context
requires).                                                                      

"DOJ" shall have the meaning set forth in Section 4.3.                          

"EFFECTIVE TIME" shall have the meaning set forth in Section 2.4                

"ENCUMBRANCE" means any lien, claim, charge, security interest, mortgage,       
pledge, easement, conditional sale or other title retention agreement, defect in
title, covenant or other claim or interest in property.                         

"ENVIRONMENTAL LAWS" means any laws, rules, regulations, orders, treaties,      
statutes and codes of any Governmental Body presently in effect which prohibit, 
regulate or control or relate to emissions, discharges, releases or threatened  
releases of any pollutants, contaminants, chemicals or industrial, hazardous or 
toxic materials or wastes or the transportation, storage, transfer, use,        
manufacture, processing, distribution, treatment, disposal, handling or dealing 
with such materials or which relate to pollution or to protection of the        
environment.                                                                    

"EQUITY SECURITIES" shall mean any capital stock or other equity interest or any
securities convertible into or exchangeable for capital stock or any other      
rights, warrants or options to acquire any of the foregoing securities.         

"ERISA" shall have the meaning set forth in Section 4.19.                       

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934 and the rules and 
regulations promulgated thereunder, as amended.                                 

"EXCHANGE RATIO" shall have the meaning set forth in the definition of Merger   
Consideration.                                                                  

"FDA" shall have the meaning set forth in Section 4.22.                         

"FTC" shall have the meaning set forth in Section 4.3.                          

"GAAP" means generally accepted accounting principles in the United States,     
consistently applied.                                                           

-26-

DEF 14C
98th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 98th
"GOVERNMENTAL BODY" means any court or any governmental or regulatory authority 
of the United States of America or any other country, or any state, county,     
locality, district, or other political subdivision thereof, and includes without
limitation any self-regulatory organizations such as stock exchanges or the     
National Association of Securities Dealers, which govern the issuance or trading
in securities.                                                                  

"HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as    
amended, and the rules and regulations thereunder.                              

"INTELLECTUAL PROPERTY" means all proprietary rights and information, including,
without limitation, all patents (including any registrations, continuations,    
continuations in part, renewals and applications for any of the foregoing);     
ideas, conceptions and inventions (whether or not patentable, reduced to        
practice or made the subject of a pending patent application), copyrights       
(whether or not registered), copyrighted or copyrightable works, trademarks,    
service marks, trade names, URLs and Internet domain names, databases, designs, 
slogans and general intangibles of like nature, together with all goodwill      
related to the foregoing, drawings, designs, mask works or registrations        
thereof, technology, trade secrets and other confidential information, know-how,
proprietary processes, customer lists, inventions, methodologies and, with      
respect to all of the foregoing, related confidential documentation             
manufacturing and production processes and techniques, research and development 
information and other confidential technical information, as well as all rights 
in and to computer programs, data files and other software.                     

"KNOWLEDGE". Where any representation or warranty contained in this Agreement is
expressly qualified by reference to Knowledge of or relating to the Company,    
such Knowledge shall mean the actual knowledge of the following officers and    
directors of the Company: Anthony Nobles and Egbert Ratering. Where any         
representation or warranty contained in this Agreement is expressly qualified by
reference to Knowledge of or relating to the Purchaser, such Knowledge shall    
mean the actual knowledge of the following officers and directors of the        
Purchaser: James A. Giansiracusa and James B. Lahey.                            

"MATERIAL ADVERSE EFFECT" means a material adverse effect on the business,      
results of operations or financial condition of the Company and its Subsidiaries
or the Purchaser (as the context requires), in each case taken as a whole, other
than any effect relating to the economy or securities markets in general, or the
industries in which the relevant Party operates.                                

"MERGER" shall have the meaning set forth in the Recitals.                      

"MERGER CONSIDERATION" shall mean and be determined as follows:                 

Each share of Company Stock shall be converted into and exchanged for that      
number of shares of Purchaser Common Stock pursuant to the following ratio      
("EXCHANGE RATIO"):                                                             

A = (B/.05)/C                                                 

A - means the number of shares of Purchaser Common Stock to be
exchanged for each share of Company Stock.                    

      B - that number of issued and outstanding shares of Purchaser Common
       Stock determined immediately prior to the Closing, on a fully diluted
      as converted basis, assuming conversion, exercise and/or exchange of
      all securities or other rights to acquire Purchaser Common Stock, as
applicable.                                                   

-27-

DEF 14C
99th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 99th
         C - means that number of issued and outstanding shares of Company Stock
         immediately prior to the Closing, on a fully diluted as converted basis
         (but specifically excluding any assumption of conversion or exercise of
         any Whitebox Securities), assuming conversion, exercise and/or exchange
         of all Convertible Securities or other rights to acquire Company Stock.

"ORDINARY COURSE OF BUSINESS" means the ordinary course of business consistent  
with past custom and practice.                                                  

"PARTIES" shall have the meaning set forth in the introductory paragraph.       

"PERMITTED LIENS" means: (i) liens for Taxes, assessments and governmental      
charges not yet due and payable; (ii) zoning laws and ordinances which do not in
any material respect, individually or in the aggregate, impair the value or     
merchantability or use of the property as it is currently being used; (iii)     
rights reserved to any Governmental Body to regulate the affected property; (iv)
purchase-money liens arising out of the purchase or sale of products or services
made in the Ordinary Course of Business; and (v) any Encumbrances that arise in 
the Ordinary Course of Business.                                                

"PERSON" means any individual, corporation (including any non-profit), general  
or limited partnership, limited liability company, joint venture, estate, trust,
association, organization, foundation, labor union, or other entity or          
Governmental Body.                                                              

"PURCHASER" shall have the meaning set forth in the introductory paragraph.     

"PURCHASER COMMON STOCK" shall have the meaning set forth in Section 5.5.       

"PURCHASER INTELLECTUAL PROPERTY ASSETS" shall have the meaning set forth in    
Section 5.16.                                                                   

"PURCHASER MATERIAL AGREEMENT" shall have the meaning set forth in Section 5.15.

"PURCHASER PREFERRED STOCK" shall have the meaning set forth in Section 5.5.    

"PURCHASER SEC REPORTS" shall mean all the form, reports, and documents required
to be filed by Purchaser with the SEC since January 1, 2000.                    

"RELATED PARTY" means a Person controlling, controlled by or under common       
control with a party to this Agreement or any Purchaser, offspring, spouse,     
brother or sister of such person or his or her spouse (collectively "FAMILY     
MEMBER") and any Person controlling, controlled by or under common control of   
such Family Member.                                                             

"REQUIREMENT OF LAW" means any U.S. federal, state, local, municipal, foreign,  
international, multinational or other administrative order, constitution, law,  
ordinance, principle of common law, regulation, statute or treaty.              

"SEC" means the Securities and Exchange Commission.                             

"SECURITIES ACT" means the Securities Act of 1933, as amended.                  

"STOCK OPTION PLANS" means the Amended and Restated 1999 and 2001 Stock Option  
Plans of the Company and those of the Purchaser.                                

-28-

DEF 14C
100th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 100th
"SUBSIDIARIES" means any Person in which the Company or the Purchaser (as the   
context requires) has a direct or indirect equity ownership interest of 50% or  
more.                                                                           

"SURVIVING CORPORATION" shall have the meaning set forth in Section 2.1.        

"TAX" or "TAXES" means any U.S. federal, state, local or foreign tax, including 
net income, alternative or add-on minimum, gross income, gross receipts,        
property, sales, use, transfer, gains, license, excise, employment, payroll,    
withholding or minimum tax, or any other tax, custom, duty, governmental fee or 
other like assessment or charge of any kind whatsoever, together with any       
interest or any penalty, addition to tax or additional amount imposed by any    
Governmental Body.                                                              

"WHITEBOX SECURITIES" means those shares of Company Stock issuable upon exercise
of the Warrants or those shares issuable upon conversion of the Convertible     
Promissory Notes issued to any of Pandora Select Partners L.P., Whitebox Hedged 
High Yield Partners L.P., Whitebox Convertible Arbitrage Partners L.P., Whitebox
Intermarket Partners, L.P. Gary S. Kohler or Scot W. Malloy (collectively, the  
"WHITEBOX PARTIES").                                                            

-29-

DEF 14C
101st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 101st
ATTACHMENT 3

 TECHNOLOGY VISIONS GROUP, INC. FINANCIALS

                                                        [Enlarge/Download Table]
                                        TECHNOLOGY VISIONS GROUP, INC.                                        
                                        (A DEVELOPMENT-STAGE COMPANY)                                         

                                        INDEX TO FINANCIAL STATEMENTS                                         
                                        -----------------------------                                         

Description                                                                                              Page 
-----------                                                                                              ---- 

                                                                                                              
Report of Independent Registered Public Accounting Firm...................................................F-2 

Balance Sheet as of December 31, 2004 (audited)...........................................................F-3 

Statements of Operations for the Years Ended December 31, 2004 and 2003, and for the                          
   Period from Inception, January 1, 1995 through December 31, 2004 (audited).............................F-4 

Statements of Stockholders' Deficit for the Period from Inception, January 1, 1995                            
   through December 31, 2002, and for the Years Ended December 31, 2004 and 2003 (audited)................F-5 

Statements of Cash Flows for the Years Ended December 31, 2004 and 2003,                                      
   and for the Period from Inception, January 1, 1995 through December 31, 2004 (audited).................F-8 

Notes to Audited Financial Statements.....................................................................F-10

Balance Sheet as of March 31, 2005 (unaudited)............................................................F-27

Statements of Operations for the Three Months Ended March 31, 2005 and 2004, and for the                      
   Period from Inception, January 1, 1995 through December 31, 2004 (unaudited)...........................F-28

Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004,                                  
   and for the Period from Inception, January 1, 1995 through March 31, 2005..............................F-29

Notes to Unaudited Financial Statements...................................................................F-31

                                                     F-1                                                      

DEF 14C
102nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 102nd
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of                                                          
Technology Visions Group, Inc.                                                  
San Marcos, California                                                          

We have audited the accompanying balance sheet of Technology Visions Group,     
Inc., a development-stage company as of December 31, 2004, and the related      
statements of operations, stockholders' deficit and cash flows for the years    
ended December 31, 2004 and 2003, and from the period from inception, January 1,
1995 through December 31, 2004. These financial statements are the              
responsibility of the Company's management. Our responsibility is to express an 
opinion on these financial statements based on our audits.                      

We conducted our audits in accordance with the standards of the Public Company  
Accounting Oversight Board (United States of America). Those standards require  
that we plan and perform the audit to obtain reasonable assurance about whether 
the financial statements are free of material misstatement. An audit includes   
examining, on a test basis, evidence supporting the amounts and disclosures in  
the financial statements. An audit also includes assessing the accounting       
principles used and significant estimates made by management, as well as        
evaluating the overall financial statement presentation. We believe that our    
audits provide a reasonable basis for our opinion.                              

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Technology Visions Group, Inc. 
as of December 31, 2004, and the results of its operations and its cash flows   
for the years ended December 31, 2004 and 2003, and for the period from         
inception, January 1, 1995, through December 31, 2004, in conformity with       
accounting principles generally accepted in the United States of America.       

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern. As discussed in Note 2, the Company is
a development-stage company with no revenues from its intended operations, has  
recurring losses, and has a working capital deficiency of $1,857,112 and        
stockholders' deficiency of $1,852,247 at December 31, 2004. These conditions   
raise substantial doubt about the Company's ability to continue as a going      
concern. Management's plans in regard to these matters are also described in    
Note 2. The financial statements do not include any adjustments that might      
result from the outcome of this uncertainty.                                    

/s/ Kabani & Company
Fountain Valley, California                                                     
March 25, 2005                                                                  

F-2 

DEF 14C
103rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 103rd
Technology Visions Group, Inc.
 (A Development Stage Company)
 Balance Sheet
 December 31, 2004

ASSETS

Cash                                                               $     98,335 
Prepaid expenses                                                         31,638 
                                                                   -------------
     Total current assets                                              129,973

Property and equipment, net of accumulated depreciation                         
     of $56,717                                                          3,798
Other assets                                                              1,067 
                                                                   -------------
     Total assets                                                 $    134,838
                                                                   =============

LIABILITIES AND STOCKHOLDERS' DEFICIT 

Accounts payable                                                   $    294,681 
Accrued expenses                                                         40,385 
Notes payable to related parties                                        606,689 
Accrued interest to related parties                                     400,584 
Accrued officers and directors compensation                             644,746 
                                                                   -------------
     Total current liabilities                                       1,987,085
                                                                   -------------
     Total liabilities                                               1,987,085

Commitments                                                                  -- 

Stockholders' deficit:                                                          
Preferred stock, $.001 par value; 2,000,000 shares authorized;                  
     none issued and outstanding                                            --
Common stock, $.001 par value; 100,000,000 share authorized;                    
     99,999,999 issued and outstanding                                 100,000
Additional paid-in-capital                                           17,009,072 
Accumulated deficit                                                 (18,829,426)
Stock offering costs                                                   (131,893)
                                                                   -------------
      Total stockholders' deficit                                    (1,852,247)
                                                                   -------------
     Total liabilities and stockholders' deficit                  $    134,838
                                                                   =============

 See accompanying notes to these financial statements.

F-3 

DEF 14C
104th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 104th
                                                        [Enlarge/Download Table]
                                   Technology Visions Group, Inc.                               
                                    (A Development Stage Company)                               
                                      Statements of Operations                                  

                                                                                 For the period 
                                                                                  of Inception, 
                                                                                 from January 1,
                                                      For the Year Ended          1995 through  
                                                         December 31,             December 31,  
                                                    2004               2003           2004      
                                                -------------     -------------  -------------  
                                                                                                
Revenues                                        $         --      $         --   $         --   

Costs and expenses:                                                                             
      Research and development                            --                --        685,507   
      General and administrative expenses            624,721           625,901      7,702,034   
      Compensatory element of stock options            5,290            21,556      2,285,506   
      Loss from litigation settlement, net                --                --        476,350   
      Impairment of patent                                --            14,937         55,477   
      Impairment of property and equipment                --                --        223,064   
                                                -------------     -------------  -------------  
Operating loss                                      (630,011)         (662,394)   (11,427,938)  

Other income and (expenses):                                                                    
      Interest income                                     29                24          1,221   
      Gain from reduction in debt                      1,858            56,058      1,356,188   
      Interest expense                              (130,876)         (114,367)    (1,977,323)  
      Other income                                       795               485        718,419   
      Financing costs                                     --                --       (383,600)  
      Debt conversion expense                             --                --       (155,343)  
                                                -------------     -------------  -------------  
Net loss                                        $   (758,205)     $   (720,194)   (11,868,376)  
                                                =============     =============  =============  

Basic and dilutive net loss per share           $      (0.01)     $      (0.01)                 
                                                =============     =============                 

Weighted average number                                                                         
      of shares outstanding                       69,394,885        64,299,375                  
                                                =============     =============                 

                       See accompanying notes to these financial statements.                    

                                                F-4                                             

DEF 14C
105th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 105th
                                                        [Enlarge/Download Table]
                                                   Technology Visions Group, Inc.                                                   
                                                    (A Development Stage Company)                                                   
                                                 Statements of Stockholders' Deficit                                                
                              For the Period from Inception, January 1, 1995 through December 31, 2002,                             
                                           For the Years Ended December 31, 2003 and 2004                                           

                                                                                             Unearned       Notes                   
                                                                                           Compensation   Receivable                
                                        Common Stock            Additional                     and       From Issuance              
                                 --------------------------      Paid-in     Accumulated     Finance      of Common                 
                                     Shares        Amount        Capital       Deficit       Charges        Stock          Total    
                                 ---------------------------------------------------------------------------------------------------
                                                                                                                                    
Balances at December 31, 1994    17,176,867   $    171,769   $  5,903,191   $ (6,961,050)  $        --   $        --   $   (886,090)
Amortization of unearned                                                                                                            
  compensation                           --             --             --             --       720,000            --        720,000 
Compensatory element of stock                                                                                                       
  options                                --             --      2,119,476             --      (720,000)           --      1,399,476 
Amortization of unearned                                                                                                            
  financing fees                         --             --             --             --       301,000            --        301,000 
Cancellation of shares per                                                                                                          
  litigation agreement           (6,066,830)       (60,668)        60,668             --            --            --             -- 
Cancellation of stock for                                                                                                           
  non-payment of note                                                                                                               
  receivable                       (260,000)        (2,600)            --             --            --         2,600             -- 
Debt conversion expense                  --             --        227,441             --            --            --        227,441 
Exercised stock options             740,000            740          6,660             --            --        (3,400)         4,000 
Issuance of stock for cash        9,258,265         18,257        763,353             --            --            --        781,610 
Issuance of stock and options                                                                                                       
  in exchange for notes                                                                                                             
  payable, related accrued                                                                                                          
  interest, and cancelled                                                                                                           
  stock                           1,110,291          1,110        442,080             --            --            --        443,190 
Issuance of stock as                                                                                                                
  additional consideration                                                                                                          
  for loan                          300,000          3,000         39,750             --       (42,750)           --             -- 
Issuance of stock for                                                                                                               
  accounts payable                  115,623            116         58,422             --            --            --         58,538 
Issuance of stock for                                                                                                               
  accrued expenses                   19,318             19          3,481             --            --            --          3,500 
Issuance of stock for                                                                                                               
  accrued interest                    2,500              3            497             --            --            --            500 
Issuance of stock for                                                                                                               
  consulting services               644,551            644        112,076             --            --            --        112,720 
Issuance of stock for                                                                                                               
  conversion of  notes                                                                                                              
  payable and accrued                                                                                                               
  interest                       20,808,001        139,948      2,501,932             --            --            --      2,641,880 
Issuance of stock for                                                                                                               
  financing fees                    575,000          5,750        252,500             --      (258,250)           --             -- 
Issuance of stock for                                                                                                               
  payment of debt                   200,000          2,000         48,000             --            --            --         50,000 
Issuance of stock for                                                                                                               
  settlement of                                                                                                                     
  convertible promissory                                                                                                            
  notes                           1,335,543         13,356        (13,356)            --            --            --             -- 
Issuance of stock in                                                                                                                
  connection with                                                                                                                   
  compensatory obligations          835,000          8,350        161,050             --            --            --        169,400 
Issuance of stock in                                                                                                                
  settlement of litigation        3,021,176         30,212        246,138             --            --            --        276,350 
                                 ---------------------------------------------------------------------------------------------------
      Balance forward            49,815,305   $    332,006   $ 12,933,359   $ (6,961,050)  $        --   $      (800)  $  6,303,515 

                                        See accompanying notes to these financial statements.                                       

                                                                F-5                                                                 

DEF 14C
106th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 106th
                                                        [Enlarge/Download Table]
                                                   Technology Visions Group, Inc.                                                   
                                                    (A Development Stage Company)                                                   
                                           Statements of Stockholders' Deficit (continued)                                          
                              For the Period from Inception, January 1, 1995 through December 31, 2002,                             
                                           For the Years Ended December 31, 2003 and 2004                                           

                                                                                             Unearned       Notes                   
                                                                                           Compensation   Receivable                
                                        Common Stock            Additional                     and       From Issuance              
                                 --------------------------      Paid-in     Accumulated     Finance      of Common                 
                                     Shares        Amount        Capital       Deficit       Charges        Stock          Total    
                                 ---------------------------------------------------------------------------------------------------
                                                                                                                                    
      Balance forward            49,815,305   $    332,006   $ 12,933,359   $ (6,961,050)  $        --   $      (800)  $  6,303,515 
Payments received on notes                                                                                                          
  receivable from                                                                                                                   
  stockholders                           --             --             --             --            --         6,360          6,360 
Satisfaction of notes                                                                                                               
  receivable in exchange                                                                                                            
  for servicess                          --             --             --             --            --         8,334          8,334 
Shares issued under                                                                                                                 
  non-statutory plan              1,117,727         11,177             --             --            --       (11,044)           133 
Shares issued under stock                                                                                                           
  incentive option plan              12,500            125          6,125             --            --        (6,250)            -- 
Stock awarded to directors                                                                                                          
  and officers                    3,700,000          3,700        626,300             --            --            --        630,000 
Stock awarded to employee           125,000            125         19,875             --            --            --         20,000 
Stock option issued in                                                                                                              
  connection with consulting                                                                                                        
  agreement                              --             --         20,000             --            --            --         20,000 
Value assigned to beneficial                                                                                                        
  conversion features                                                                                                               
  of convertible debt                    --             --        294,250             --            --            --        294,250 
Value assigned to stock                                                                                                             
  options issued for services                                                                                                       
  and employment agreements              --             --         51,850             --            --            --         51,850 
Value assigned to warrants                                                                                                          
  issued under December 28,                                                                                                         
  2000 debt offering                     --             --         93,750             --            --            --         93,750 
Adjust par value to $.001                                                                                                           
  from $.01                              --       (292,363)       292,363             --            --            --             -- 
Cancellation of shares                                                                                                              
  outstanding                      (284,680)          (285)           285             --            --            --             -- 
Issuance of stock for                                                                                                               
  licensing agreement             1,000,000          1,000         29,000             --            --            --         30,000 
Issuance of stock for legal                                                                                                         
  services                          500,000            500         19,000             --            --            --         19,500 
Issuance of stock for accrued                                                                                                       
  compensation                    5,000,000          5,000        145,000             --            --            --        150,000 
Write off Note Receivable                                                                                                           
  - Stock                                --             --             --             --            --         3,400             -- 
Net loss from Inception                                                                                                             
  January 1, 1995                        --                                                                                         
  to December 31, 2002                   --             --             --    (10,389,977)           --            --    (10,389,977)

                                 ---------------------------------------------------------------------------------------------------
      Balances at                                                                                                                   
        December 31, 2002        60,985,852   $     60,985   $ 14,531,157   $(17,351,027)  $        --   $        --   $ (2,762,285)

                                        See accompanying notes to these financial statements.                                       

                                                                F-6                                                                 

DEF 14C
107th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 107th
                                                        [Enlarge/Download Table]
                                                   Technology Visions Group, Inc.                                                   
                                                    (A Development Stage Company)                                                   
                                           Statements of Stockholders' Deficit (continued)                                          
                              For the Period from Inception, January 1, 1995 through December 31, 2002,                             
                                           For the Years Ended December 31, 2003 and 2004                                           

                                                                                             Notes                                  
                                                                                           Receivable                               
                                      Common Stock             Additional                 From Issuance     Stock                   
                                 -------------------------      Paid-in     Accumulated    of Common      Offering                  
                                  Shares         Amount         Capital        Deficit       Stock          Costs          Total    
                                 ---------------------------------------------------------------------------------------------------
                                                                                                                                    
      Balances at                                                                                                                   
        December 31, 2002        60,985,852   $     60,985   $ 14,531,157   $(17,351,027)  $        --   $        --   $ (2,758,885)

Issuance of stock for cash          603,846            604         34,396             --            --            --         35,000 
Issuance of stock for                                                                                                               
  consulting services               775,000            775         67,475             --            --            --         68,250 
Issuance of stock for                                                                                                               
  accounts payable                   20,000             20          1,823             --            --            --          1,843 
Stock issued for stock                                                                                                              
  offering fee                    1,678,022          1,678        149,344             --            --      (151,022)            -- 
Stock issued for equity                                                                                                             
  line of credit                    371,438            372         19,628             --            --            --         20,000 
Amortization of stock                                                                                                               
  offering costs                         --             --         (1,007)            --            --         1,007             -- 
Value assigned to stock                                                                                                             
  options issued for                                                                                                                
  employment agreements                  --             --         21,556             --            --            --         21,556 
Net loss for the year                    --             --             --       (720,194)           --            --       (720,194)
                                 ---------------------------------------------------------------------------------------------------
      Balances at                                                                                                                   
        December 31, 2003        64,434,158         64,434     14,824,372    (18,071,221)           --      (150,015)    (3,332,430)

Issuance of stock for cash        1,000,000          1,000         44,000             --            --            --         45,000 
Stock issued for equity line                                                                                                        
  of credit                       6,712,094          6,712        353,288             --            --            --        360,000 
Issuance of stock for                                                                                                               
  accounts payable                  607,133            607         35,243             --            --            --         35,850 
Issuance of stock for                                                                                                               
  services                        1,000,000          1,000         60,250             --            --            --         61,250 
Issuance of stock for accrued                                                                                                       
  compensation                   25,246,614         25,247      1,592,876             --            --            --      1,618,123 
Issuance of stock for payment                                                                                                       
  of notes                        1,000,000          1,000         60,250             --            --            --         61,250 
Amortization of stock                                                                                                               
  offering costs                         --             --        (18,122)            --            --        18,122             -- 
Forgiveness of related party                                                                                                        
  notes payable                          --             --         51,625             --            --            --         51,625 
Value assigned to stock                                                                                                             
  options issued for                                                                                                                
  employment agreements                  --             --          5,290             --            --            --          5,290 
Net loss for the year                    --             --             --       (758,205)           --            --       (758,205)
                                 ---------------------------------------------------------------------------------------------------
      Balances at                                                                                                                   
        December 31, 2004        99,999,999   $    100,000   $ 17,009,072   $(18,829,426)  $        --   $  (131,893)  $ (1,852,247)
                                 ===================================================================================================

                                        See accompanying notes to these financial statements.                                       

                                                                F-7                                                                 

DEF 14C
108th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 108th
                                                        [Enlarge/Download Table]
                                                   Technology Visions Group, Inc.                          
                                                    (A Development Stage Company)                          
                                                      Statements of Cash Flows                             

                                                                                            For the period 
                                                                                            of Inception,  
                                                                                            from January 1,
                                                                   For the Years             1995 through  
                                                                 Ended December 31,          December 31,  
                                                               2004              2003            2004      
                                                           -------------     -------------   ------------- 
                                                                                                           
Cash flows from operating activities:                                                                      
      Net loss                                             $   (758,205)     $   (720,194)   $(11,868,376) 
      Adjustments to reconcile net loss to net cash                                                        
          used in operating activities:                                                                    
      Depreciation and amortization                               2,628             4,735         159,627  
      Amortization of deferred finance costs                         --                --         851,350  
      Gain from reduction of debt                                (1,858)          (56,058)     (1,356,188) 
      Common stock issued for services rendered                  61,250            68,250         332,120  
      Common stock issued for licensing agreement                    --                --          30,000  
      Compensatory element of common stock and options            5,290            21,556       2,285,506  
      Impairment of patent                                           --            14,937          55,477  
      Impairment of fixed assets                                     --                --         223,064  
      Write-off shareholder loans                                    --                --        (200,466) 
      Loss on litigation settlement                                  --                --         536,350  
      Loss on disposal of fixed assets                               --                --           4,377  
      Notes issued in settlement of consulting fees                  --                --         274,250  
      Debt conversion expense                                        --                --         155,343  
      Changes in operating assets and liabilities:                                                         
          Decrease (increase) in accounts receivable                 --                --              --  
          Decrease (increase) in prepaid expenses               (31,638)            2,256          (7,167) 
          (Increase) in deposits                                  3,733                --             321  
          Increase (decrease) in accounts payable and                                                      
              accrued expenses                                  447,706           406,724       4,652,690  
          (Decrease) in due to shareholders                          --                --         (16,234) 
                                                           -------------     -------------   ------------- 
      NET CASH USED IN OPERATING ACTIVITIES                    (271,094)         (257,794)     (3,887,956) 
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                      
      Purchases of fixed assets                                  (3,160)           (2,030)       (251,035) 
      Costs of licenses and patents                                  --                --         (54,550) 
                                                           -------------     -------------   ------------- 
      NET CASH USED IN INVESTING ACTIVITIES                      (3,160)           (2,030)       (305,585) 
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                      
      Proceeds from sale of common stock                         45,000            35,000         861,743  
      Proceeds from issuance of convertible debenture                --                --         375,000  
      Proceeds from stock purchase agreement                     90,000            20,000         110,000  
      Payments on debenture notes                                    --                --        (110,000) 
      Notes payable, net                                        235,000           179,099       3,207,259  
      Deferred finance charges                                       --          (175,350)                 
      Proceeds from exercise of stock options                        --                --           3,000  
      Repayment of notes receivable from stockholders                --                --           6,360  
                                                           -------------     -------------   ------------- 
      NET CASH PROVIDED BY FINANCING ACTIVITIES                 370,000           234,099       4,278,012  
NET INCREASE (DECREASE) IN CASH                                  95,746           (25,725)         84,471  
Cash at beginning of period                                       2,589            28,314          13,864  
                                                           -------------     -------------   ------------- 
Cash at end of period                                      $     98,335      $      2,589    $     98,335  
                                                           =============     =============   ============= 

                            See accompanying notes to these financial statements.                          

                                                     F-8                                                   

DEF 14C
109th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 109th
                                                        [Enlarge/Download Table]
                                        Technology Visions Group, Inc.                                  
                                        (A Development Stage Company)                                   
                                     Statements of Cash Flows (continued)                               

                                                                                           Inception,   
                                                                                         from January 1,
                                                                  For the Years           1995 through  
                                                                 Ended December 31,       December 31,  
                                                                2004            2003          2004      
                                                             ------------    ----------    -----------  
                                                                                                        
SUPPLEMENTAL DISCLOSURES:                                                                               
Cash paid during the period for:                                                                        
--------------------------------                                                                        
      Interest                                               $       387     $     549     $  119,945   
                                                             ============    ==========    ===========  
      Taxes                                                  $       800     $     857     $    6,676   
                                                             ============    ==========    ===========  

Non-cash Financing Activities:                                                                          
------------------------------                                                                          
     Value of shares issued in connection                                                               
         with compensatory obligations                       $ 1,618,122     $      --     $2,537,522   
                                                             ============    ==========    ===========  
     Value of stock issued for                                                                          
         conversion of notes payable                         $    61,250     $      --     $2,115,903   
                                                             ============    ==========    ===========  
     Accrued interest converted to common stock              $        --     $      --     $   53,473   
                                                             ============    ==========    ===========  
     Value of shares paid to satisfy accounts payable        $    35,850     $   1,842     $  115,730   
                                                             ============    ==========    ===========  
     Assets acquired through a capital lease                 $        --     $      --     $    7,126   
                                                             ============    ==========    ===========  
     Value of shares issued for consulting services          $    61,250     $  68,250     $  685,410   
                                                             ============    ==========    ===========  
     Value assigned to stock options issued for services     $     5,290     $  21,556     $   98,696   
                                                             ============    ==========    ===========  
     Value of stock issued for licensing agreement           $        --     $      --     $   30,000   
                                                             ============    ==========    ===========  
     Value of shares issued for settlement                                                              
         of convertible promissory  notes                    $        --     $      --     $  534,235   
                                                             ============    ==========    ===========  
     Value of shares issued for settlement of litigation     $        --     $      --     $   51,250   
                                                             ============    ==========    ===========  
     Value of stock issued in exchange for                                                              
         note receivable                                     $        --     $      --     $   17,294   
                                                             ============    ==========    ===========  
     Value of shares issued to satisfy accrued expenses      $        --     $      --     $   53,500   
                                                             ============    ==========    ===========  
     Value of shares issued as additional                                                               
         consideration for loan                              $        --     $      --     $   42,750   
                                                             ============    ==========    ===========  
     Reduction of notes payable and accrued                                                             
         interest due to litigation                          $        --     $      --     $   60,000   
                                                             ============    ==========    ===========  
     Satisfaction of notes receivable in                                                                
         exchange for services                               $        --     $      --     $    8,334   
                                                             ============    ==========    ===========  
     Value of stock issued for stock offering costs          $   151,022     $ 151,022     $  151,022   
                                                             ============    ==========    ===========  

                          See accompanying notes to these financial statements.                         

                                                  F-9                                                   

DEF 14C
110th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 110th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

NOTE 1 - BUSINESS AND CONTINUED OPERATIONS                                      

Technology Visions Group, Inc. (the "Company") was incorporated in the State of 
Delaware on April 29, 1985. In March 1995, the management resigned and new      
management commenced a new direction of the Company. For financial reporting    
purposes, inception is defined as January 1, 1995. Prior to December 22, 2000,  
the Company's name was Orbit Technologies, Inc. The Company's business plan     
focuses on applied research and development of new and innovative technologies, 
engineering ideas, methods, and processes that hold the potential to become     
commercially viable products or processes. Once a product or process receives   
commercial validation through an outside or third party, it is the Company's    
intention to either spin it off as a separate business entity, or license or    
sell to an affiliated or unaffiliated entity that, at that time, becomes        
responsible for the production, marketing and sales of such products or         
services. The Company's technologies are undergoing certain feasibility studies 
and/or actual field tests and evaluations in the area of the treatment and      
stabilization of buried low-level mixed radioactive waste. To date, the Company 
has not commercialized any of its technologies.                                 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Going Concern                                                                   
-------------                                                                   

The accompanying financial statements have been prepared in conformity with     
accounting principles generally accepted in the United States, which contemplate
continuation of the Company as a going concern. Prior to inception, the Company 
had losses accumulating to $6,961,050. The Company, since inception has suffered
losses accumulating to $11,868,376 through December 31, 2004. As of December 31,
2004, the Company had a stockholders' deficit and a working capital deficit of  
approximately $1,852,247 and $1,857,112, respectively. The Company is in arrears
with certain payables and accrued liabilities. During the fiscal year ended     
December 31, 2004, the Company raised $45,000 from the sale of restricted common
stock and $360,000 from a stock purchase agreement. The Company requires        
additional funds to move into the marketing and commercialization of its        
technologies. No assurances can be given that the Company can manufacture its   
technologies on a large-scale basis or at a feasible cost. Further, no assurance
can be given that any technology will receive market acceptance. The Company's  
ability to continue as a going concern is dependent upon obtaining the          
additional financing, restructuring and/or curing the defaults on its debt, and 
the successful marketing of its technologies. These factors raise substantial   
doubt about the Company's ability to continue as a going concern. Management    
plans to explore additional sources of working capital including borrowings,    
sales of securities, joint ventures and licensing of technologies. In April     
2003, the Company entered into a common stock purchase agreement with Fusion    
Capital Fund II, LLC ("Fusion Capital") in an effort to raise working capital   
(see Note 9). Management intends to use any funds raised to pay down its debt   
and to pursue the marketing and commercialization of its technologies.          
Management believes that the Company can raise adequate capital to keep the     
Company functioning at a minimum level of operation in the next fiscal year.    
Management is exploring ways to reduce its existing liabilities, including      
exchanging certain of its liabilities for shares of its common stock. There can 
be no assurance that management will be successful in its efforts to raise      
capital sufficient to fund its working capital requirements or to convert debts 
into common stock during the next twelve months.                                

These financial statements do not include any adjustments relating to the       
recoverability of recorded asset amounts that might be necessary as a result of 
the above uncertainty.                                                          

F-10

DEF 14C
111th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 111th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

Development-Stage Company                                                       
-------------------------                                                       

The Company is considered a development-stage company, with no operating        
revenues from the license of commercially viable technologies during the periods
presented, as defined by Statement of Financial Accounting Standards ("SFAS")   
No. 7. SFAS No. 7 requires companies to report their operations, shareholders   
deficit and cash flows since inception through the date that revenues are       
generated from management's intended operations, among other things. Management 
has defined inception as January 1, 1995, near the date management control was  
obtained. Since inception, the Company has incurred operating losses totaling   
$11 million, much of which relates to stock-based compensation to officers,     
directors and consultants as a means to preserve working capital. The Company's 
working capital has been generated through the sales of common stock and debt.  
In addition, significant research and development costs to develop technologies 
have been expended since inception. Management has provided financial data since
January 1, 1995 "Inception" in the financial statements, as a means to provide  
readers of the Company's financial information to make informed investment      
decisions.                                                                      

The Company completed all of the initial and intermediate testing and evaluation
of its GMENT technology at the Idaho Falls site with the receipt of Volume II of
the "Final Results Report, In Situ Grout Technology for Application in Buried   
Transuranic Waste Sites," published in April 2003 by INEEL. Confirmation of the 
test results using surrogate waste is now being confirmed using actual          
radioactive waste. Therefore, there have been no expenditures during the years  
ended December 31, 2004 and 2003 for research and development. The Company is   
moving into position to begin the marketing and commercialization phase of its  
development.                                                                    

Use of Estimates                                                                
----------------                                                                

The preparation of the financial statements in conformity with accounting       
principles generally accepted in the United States requires management to make  
estimates and assumptions that affect the reported amounts of assets and        
liabilities, and disclosure of contingent liabilities at the date of the        
financial statements and the reported amounts of expenses during the reporting  
period. Actual results could differ from those estimates. Primary areas where   
financial information of the Company is subject to the use of estimates,        
assumptions and the application of judgment include the evaluation of           
impairments of intangible assets, and the recoverability of deferred tax assets,
which must be assessed as to whether these assets are likely to be recovered by 
the Company through future operations.                                          

Risks and Uncertainties                                                         
-----------------------                                                         

Technologies                                                                    

The Company's operations are subject to new innovations in product design and   
function. Significant technological changes can have an adverse effect on       
product lives. Design and development of new products are important elements to 
achieve profitability in this industry segment.                                 

Shareholder Dilution                                                            

The Company's management has relied on the issuance of its common stock to      
provide working capital and provide compensation to officers, directors and     
consultants. If the Company continues to rely on the issuance of common stock to
retain key management and consultants, based on current per-share prices, the   
existing shareholders may be significantly diluted in the future.               

F-11

DEF 14C
112th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 112th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

Fair Value of Financial Instruments                                             
-----------------------------------                                             

Statement of Financial Accounting Standards 107, "Disclosures about Fair Value  
of Financial Instruments," requires companies to report information, which      
pertains to the Company's financial instruments.                                

The following methods and assumptions were used to estimate the fair value of   
each class of financial instruments for which it is practicable to estimate that
value:                                                                          

Receivables and Payables: The carrying amounts approximate fair value because of
the short maturity of those instruments.                                        

Notes Payable: The carrying amounts of notes payable may approximate fair value 
due to the length of the maturities, the interest rates being tied to market    
indices and/or due to the interest rates not being significantly different from 
the current market rates available to the Company. However, management believes 
that the fair value may change substantially because of changes in the Company's
liquidity.                                                                      

Management believes related party payables cannot be assessed since there is no 
readily attainable fair value.                                                  

Concentration of Credit Risk                                                    
----------------------------                                                    

Financial instruments, which potentially subject the Company to concentrations  
of credit risk, are primarily trade accounts receivable. Ongoing credit         
evaluations of customers' financial condition will be performed and generally no
collateral will be required.                                                    

Cash and cash equivalents                                                       
-------------------------                                                       

The Company considers all liquid investments with a maturity of three months or 
less from the date of purchase that are readily convertible into cash to be cash
equivalents. The Company maintains its cash in bank deposit accounts that may   
exceed federally insured limits. The company has not experienced any losses in  
such accounts.                                                                  

Equipment and Fixtures                                                          
----------------------                                                          

Equipment and fixtures are recorded at cost. Depreciation is provided using the 
accelerated and straight-line methods over the estimated useful lives of the    
related assets as follows:                                                      

        Description                          Years
        -----------                          -----

Furniture and fixtures                         7
Computer hardware and software               3-5

Expenditures for maintenance and repairs are charged to expense as incurred.    

Income Taxes                                                                  
------------                                                                  

The Company provides for deferred tax liabilities and assets based on the       
difference between the financial statement carrying amounts and tax bases of    
assets and liabilities using enacted tax rates in effect in the years in which  
the differences are expected to reverse. A valuation allowance is provided when 
it is more likely than not that the Company's deferred tax assets will not be   
realized through future operations.                                             

F-12

DEF 14C
113th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 113th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

Revenue Recognition                                                             
-------------------                                                             

The Company's revenue recognition policies are in compliance with Staff         
accounting bulletin (SAB) 104. The Company recognizes revenue from product sales
and professional services rendered once all of the following criteria for       
revenue recognition have been met:                                              

1) Pervasive evidence that an agreement exists; 2) the services have been       
rendered; 3) the fee is fixed and determinable and not subject to refund or     
adjustment; and 4) collection of the amounts due is reasonably assured. The     
Company derives its revenue primarily from transaction and service fees         
associated with consulting services that the Company provides to its clients.   
Signed contracts are obtained from clients prior to recognition of these        
revenues. The Company adopted these provisions of SAB No. 101 with no material  
effect on the Company's financial position or results of operations.            

Research and Development Costs                                                  
------------------------------                                                  

Research and development costs are charged to expense as incurred, unless they  
are reimbursed under specific contracts. The costs of materials and equipment   
that are acquired or constructed for research and development activities, and   
have alternative future uses (either in research and development, marketing or  
production), are classified as property and equipment and depreciated over their
estimated useful lives.                                                         

Customer-Sponsored Test and Evaluation                                          
--------------------------------------                                          

Under two contracts with prime contractors, the Company received proceeds of    
$-0- and $22,969 during 2003 and 2002, respectively, to finance costs related to
testing and evaluation of its products. The amounts received under these        
contracts have been reflected as other income in the accompanying financial     
statements.                                                                     

Stock-Based Compensation                                                        
------------------------                                                        

As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation," the    
Company accounts for its stock-based compensation involving employee            
arrangements pursuant to APB Opinion No. 25, "Accounting for Stock Issued to    
Employees." In accordance with the provisions of SFAS No. 123, the Company      
discloses the pro forma effects of accounting for these arrangements using the  
Black-Scholes valuation model to determine fair value as supplemental           
disclosure. Stock options and warrants issued to non-employees are accounted for
under the fair value method as required by SFAS No. 123 and EITF 00-27.         
Interpretation No. 44 of APB No. 25 clarifies certain transactions affecting    
employees.                                                                      

Under APB 25, when the exercise price of the Company's stock options equals or  
exceeds the fair value of the underlying stock on the date of grant, no         
compensation expense is recorded.                                               

During the fiscal year ended December 31, 2004, the Company issued two of the   
officer's options for a total of 200,000 shares of the Company's common stock as
part of their employment agreements. The Company recorded an expense of $4,940  
for these options.                                                              

F-13

DEF 14C
114th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 114th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

Loss Per Share                                                                  
--------------                                                                  

Basic earnings per share ("Basic EPS") is computed by dividing net loss         
available to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted earnings per share ("Diluted EPS") gives 
effect to all dilutive potential common shares outstanding during a period. In  
computing Diluted EPS, the treasury stock method is used in determining the     
number of shares assumed to be purchased from the conversion of common stock    
equivalents. Securities that could potentially dilute Basic EPS in the future,  
that were not included in the computation of Diluted EPS because to do so would 
have been anti-dilutive for the periods presented, consist of options, warrants,
convertible notes and debentures.                                               

The following is a reconciliation of the numerators and denominators of the     
basic and diluted earnings per share computations:                              

                                                                [Download Table]
                                                  2004              2003     
                                              -------------     -------------
                                                                             
Basic and diluted net loss per share:                                        
Numerator:                                                                   
      Net loss                                $   (758,205)     $   (720,194)

Denominator:                                                                 
      Basic and diluted weighted average                                     
      number of common shares outstanding       69,394,885        63,150,981 

                                              -------------     -------------
Basic and diluted net loss per share          $      (0.01)     $      (0.01)
                                              =============     =============

Incremental Shares                                                              
------------------                                                              

Securities that could potentially dilute basic earnings per share ("EPS") in the
future, which were not included in the computation of diluted per share         
information because to do so would have been anti-dilutive as of December 31,   
2004, consist of the following:                                                 

                                                           Number of Potential
                                                           Additional Common
                                                            Shares
                                                            --------------------

Notes payable to related parties                                      5,140,761 
Options to purchase common stock                                        600,000 
Accrued officers' and directors' compensation                         5,750,932 
                                                            --------------------
      Total incremental shares at December 31, 2004                 11,491,693
                                                            ====================

Impairment of Long-Lived Assets                                                 
-------------------------------                                                 

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived     
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes SFAS No. 121,        
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to

F-14

DEF 14C
115th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 115th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

be Disposed Of," and the accounting and reporting provisions of APB Opinion No. 
30, "Reporting the Results of Operations for a Disposal of a Segment of a       
Business." The Company periodically evaluates the carrying value of long-lived  
assets to be held and used in accordance with SFAS 144. SFAS 144 requires       
impairment losses to be recorded on long-lived assets used in operations when   
indicators of impairment are present and the undiscounted cash flows estimated  
to be generated by those assets are less than the assets' carrying amounts. In  
that event, a loss is recognized based on the amount by which the carrying      
amount exceeds the fair market value of the long-lived assets. Loss on          
long-lived assets to be disposed of is determined in a similar manner, except   
that fair market values are reduced for the cost of disposal. Based on its      
review, the Company believes that, as of December 31, 2003, there were no       
significant impairments of its long-lived assets.                               

Intangible Assets                                                               
-----------------                                                               

Patent costs, which include legal costs and filing fees to acquire the patent,  
are being amortized on the straight-line method over the shorter of the         
estimated economic life of the patents or seventeen years. The Company evaluates
its intangible assets in accordance with SFAS 144 and records any impairment in 
the year it determines the impairment of such intangible assets. The Company    
recorded impairment of its intangible asset in the year 2003 (Note 4).          

Recent Accounting Pronouncements                                                
--------------------------------                                                

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on   
Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its         
Application to Certain Investments." The EITF reached a consensus about the     
criteria that should be used to determine when an investment is considered      
impaired, whether that impairment is other-than-temporary, and the measurement  
of an impairment loss and how that criteria should be applied to investments    
accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES." EITF 03-01 also included accounting considerations          
subsequent to the recognition of other-than-temporary impairment and requires   
certain disclosures about unrealized losses that have not been recognized as    
other-than-temporary impairments. Additionally, EITF 03-01 includes new         
disclosure requirements for investments that are deemed to be temporarily       
impaired. In September 2004, the Financial Accounting Standards Board (FASB)    
delayed the accounting provisions of EITF 03-01; however, the disclosure        
requirements remain effective for annual reports ending after June 15, 2004. The
Company will evaluate the impact of EITF 03-01 once final guidance is issued.   

In April of 2004, the EITF reached consensus on the guidance provided in EITF   
Issue No. 03-6, "Participating Securities and the Two-Class Method under SFAS   
No. 128 Earnings Per Share" ("EITF 03-6"). EITF 03-6 clarifies whether a        
security should be considered a "participating security" for purposes of        
computing earnings per share ("EPS") and how earnings should be allocated to a  
"participating security" when using the two-class method for computing basic    
EPS. The adoption of EITF 03-6 does not have a significant impact on the        
Company's financial position or results of operations.                          

In May of 2004, the FASB revised FASB Staff Position ("FSP") No. 106-1,       
"Accounting and Disclosure Requirements Related to the Medicare Prescription    
Drug, Improvement and Modernization Act of 2003" and issued FSP No. 106-2,      
"Accounting and Disclosure Requirements Related to the Medicare Prescription    
Drug, Improvement and Modernization Act of 2003" ("FSP No. 106-2"). FSP 106-2   

F-15

DEF 14C
116th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 116th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

provides accounting guidance to the employers who sponsor post retirement health
care plans that provide prescription drug benefits; and the prescription drug   
benefit provided by the employer is "actuarially equivalent" to Medicare Part D 
and hence qualifies for the subsidy under the Medicare amendment act. The       
adoption of FSP 106-2 does not have a significant impact on the Company's       
financial position or results of operations.                                    

SEC Staff Accounting Bulletin (SAB) No. 105, "APPLICATION OF ACCOUNTING         
PRINCIPLES TO LOAN COMMITMENTS," summarizes the views of the staff of the SEC   
regarding the application of generally accepted accounting principles to loan   
commitments accounted for as derivative instruments. SAB No.105 provides that   
the fair value of recorded loan commitments that are accounted for as           
derivatives under SFAS No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND      
HEDGING ACTIVITIES," should not incorporate the expected future cash flows      
related to the associated servicing of the future loan. In addition, SAB No. 105
requires registrants to disclose their accounting policy for loan commitments.  
The provisions of SAB No. 105 must be applied to loan commitments accounted for 
as derivatives that are entered into after March 31, 2004. The adoption of this 
accounting standard does not have a material impact on the Company's financial  
statements.                                                                     

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires 
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based compensation issued to employees. FAS   
No. 123R is effective beginning in the Company's second quarter of fiscal 2006. 
The Company is evaluating the effects adoption of SFAS 123R will have on its    
financial statements.                                                           

In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of         
Non-monetary Assets." The Statement is an amendment of APB Opinion No. 29 to    
eliminate the exception for non-monetary exchanges of similar productive assets 
and replaces it with a general exception for exchanges of non-monetary assets   
that do not have commercial substance. The Company is evaluating the effects    
adoption of SFAS 153 will have on its financial statements.                     

NOTE 3 - PROPERTY AND EQUIPMENT                                                 

Property and equipment, net, consist of the following at December 31, 2004:     

Computer equipment                                   $ 13,910 
Office furniture and fixtures                          46,605 

                                                     ---------
    Subtotal                                          60,515
Accumulated depreciation                              (56,717)
                                                     ---------
                                                    $  3,798
                                                     =========

For the years ended December 31, 2004 and 2003, depreciation expense totaled    
$2,628 and $2,935, respectively.                                                

NOTE 4 - INTANGIBLE ASSETS                                                      

F-16

DEF 14C
117th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 117th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

Intangible assets consisted of patent costs and accumulated amortization. At the
end of the 2003 fiscal year, in accordance with FAS 144, management evaluated   
the current market value of the patent. Based on the market value of similar    
patents, management determined that the value of the patent at December 31, 2003
was zero. Therefore the Company recorded an impairment of the net book value of 
$14,937 in the year 2003.                                                       

For the year ended December 31, 2003 the patent amortization expense totaled    
$1,800.                                                                         

NOTE 5 - NOTES PAYABLE TO RELATED PARTIES                                       

Notes payable to related parties consist of the following at December 31, 2004: 

                                                        [Enlarge/Download Table]
                  Notes                    Interest Rate    Principal Balance    Accrued Interest
------------------------------------------------------------------------------------------------ 
                                                                                                 
Current Portion:                                                                                 
     Shareholders                            10% - 12%      $       279,250     $       272,200  
     Officers                                 8% - 10%              327,439             128,384  

                                                            ----------------    ---------------- 
Total Notes Payable to related parties                      $       606,689     $       400,584  
                                                            ================    ================ 

Shareholders:                                                                   
-------------                                                                   

During the fiscal year ended December 31, 2004, the Company wrote-off notes     
payable - shareholders, of $35,000 and the related accrued interest of $16,625  
and recorded the adjustment as an additional contribution by the shareholders   
increasing the "Additional Paid-in Capital" account the total amount of $51,625.

At December 31, 2003, the Company had outstanding loans from a shareholder in   
the amount of $340,500 and accrued interest of $237,865. During the year ended  
December 31, 2004, $61,250 in principle was converted into a total of 1,000,000 
shares of common stock. At December 31, 2004, the balance outstanding to the    
shareholder was $279,250 in loans and $272,200 in accrued interest. The loans to
the shareholder consist of the following:                                       

At December 31, 2003, the Company had an outstanding loan from a shareholder in 
the amount of $25,000. The note bears an interest rate of 10% per annum and was 
due on November 5, 1999. The noteholder has the right to convert the unpaid     
principal and/or accrued interest at the price per share discounted by 20% of   
the average bid and ask price five days prior to the date of conversion. During 
the fiscal year ended December 31, 2004, the principal of this note was         
converted into 408,163 shares of the Company's common stock. Accrued interest   
outstanding at December 31, 2004 was $14,062.                                   

On May 27, 1997, the Company entered into an installment loan agreement with an 
individual shareholder to borrow $300,000. As of December 31, 1998, the         
shareholder had advanced the Company $299,500 against the $300,000 loan         
agreement. The installment loan bears interest at 12% per annum and was due on  
May 27, 1999. The loan agreement provides for semi- annual interest payments of 
$17,920. The installment note is collateralized by the Company's rights, titles 
and patents, of the Company's technology known as "Polymer Encapsulation        
Technology." During the fiscal year ended December 31, 2004, $20,250 of the     
principal of this note was converted into 330,612 shares of the Company's common
stock. The balance at December 31, 2004 was $279,250. Accrued interest at       
December 31, 2004 was $256,637. As the Company is in default on the note, it has
been classified as a current note payable.                                      

F-17

DEF 14C
118th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 118th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

At December 31, 2003, the Company had a loan outstanding from one individual in 
the amount of $6,000 received in 1999. During the fiscal year ended December 31,
2004, this note was converted into 97,959 shares of the Company's common stock. 

In March 2003, the Company entered into a new agreement with a shareholder      
whereby the shareholder loaned the Company $10,000. The shareholder has the     
right to convert the unpaid principal and/or accrued interest at the price per  
share discounted by 20% of the average bid and ask price five days prior to the 
date of conversion. This note matured on July 21, 2003. During the fiscal year  
ended December 31, 2004, the principle of this note was converted into 163,265  
shares of the Company's common stock. Accrued interest at December 31, 2004 was 
$1,500.                                                                         

Officers:                                                                       
---------                                                                       

At December 31, 2001, the two officers had loans outstanding totaling $112,341  
to the Company. Each note bears interest of 10% per annum and is due one year   
from the issuance date. The notes principal and accrued interest are convertible
into common stock at prices ranging from $0.13 to $0.32 per share. During the   
fiscal year ended December 31, 2004, $5,000 was paid on one of these notes. At  
December 31, 2004, the total balance owing on all notes to officers was $327,440
and the accrued interest was $128,383. As the Company is in default on the note,
it has been classified as a current note payable.                               

During the year ended December 31, 2002, the officers loaned an additional      
$65,000 in cash to the Company at 8% per annum. The officers have the right to  
convert the unpaid principal and/or accrued interest at the price per share     
discounted by 20% of the average bid and ask price five days prior to the date  
of conversion. These notes mature on August 27, 2003. In addition, on June 10,  
2002 one of the officers transferred 200,000 shares of the Company's common     
stock privately owned by them to pay the retainer for legal fees. At the date of
the transfer the shares had a market value of $0.08 per share or $16,000. When  
the attorney sold the shares and reduced his bill, the shares were sold at less 
than the value previously recorded. The officer's loans were reduced accordingly
by $2,256 to a net loan value of $13,744.                                       

During the year ended December 31, 2003, the Company entered into seven new     
agreements with the officers, whereby the officers loaned a total of $88,000 to 
the Company at 8% per annum. In addition, the officers have the right to convert
the unpaid principal and/or accrued interest at the price per share discounted  
by 20% of the average bid and ask price five days prior to the date of          
conversion. These notes mature between March 11, 2004 and June 23, 2004. As the 
Company is in default on the note, it has been classified as a current note     
payable.                                                                        

On February 21, 2003, two of the officers transferred a total of 135,667 shares 
of the Company's common stock privately owned by them to pay the retainer for   
legal fees. At the date of the transfer the shares had a market value of $0.11  
per share or $14,923. On May 15, 2003, one of the officers transferred 300,000  
shares of the Company's common stock privately owned by them to pay the retainer
for legal fees. At the date of the transfer the shares had a market value of    
$0.145 per share or $43,500. These amounts were recorded as an additional loan  
made by the officers and applied to prepaid expenses. When the attorney sold the
shares and reduced his bill, the shares were sold at less than the value        
previously recorded. The officer's loans were reduced accordingly by $33,812 to 
a net loan value of $24,611. On June 2, 2003, an officer transferred 100,000    
shares of the Company's common stock privately owned by him to pay consulting   
fees to a non-related third-party. At the date of the transfer the shares had a 
market value of $0.15 per share or $15,000. On July 29, 2003, one of the        

F-18

DEF 14C
119th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 119th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

officers transferred 300,000 shares of the Company's common stock privately     
owned by them to pay the retainer for legal fees. At the date of the transfer   
the shares had a market value of $0.11 per share or $33,000. These amounts were 
recorded as an additional loan made by the officers and applied to prepaid      
expenses. When the attorney sold the shares and reduced his bill, the shares    
were sold at less than the value previously recorded. The officer's loans were  
reduced accordingly by $20,157 to a net loan value of $12,843. On December 16,  
2003, an officer transferred 10,000 shares of the Company's common stock        
privately owned by him to pay consulting fees to a non-related third-party. At  
the date of the transfer the shares had a market value of $0.09 per share or    
$900. The officers have the right to convert the unpaid principal and/or accrued
interest at the price per share discounted by 20% of the average bid and ask    
price five days prior to the date of conversion. These notes matured between    
February 21, 2004 and December 16, 2004.                                        

During 2000, the officers entered into a standstill agreement with the Company  
in which they agreed to forebear any collection of the debts for a period of one
year. During the current year, the agreements with the officers were extended to
January 1, 2005.                                                                

NOTE 6 - COMMITMENTS AND CONTINGENCIES                                          

Lease Obligation                                                                
----------------                                                                

The Company leases a portion of its capital equipment and certain of its        
facilities under operating leases that expire at various dates through 2006.    
Rental and equipment lease expense was $27,779 and $35,692 during the years     
ended December 31, 2004 and 2003, respectively.                                 

Future annual minimum lease payments as of December 31, 2004:                   

                                          Capital              Operating
                                        Leases                Leases
                                         --------------        ---------------
                           2005         $       1,255         $       12,804
                           2006                     -                 12,804
                           2007                     -                 12,804
                                         --------------        ---------------
                                                1,255         $       38,412
                                                               ===============
Less amount representing interest                   (41)                        

Present value of net minimum lease                                              
                  --------------
payments under capital lease            $       1,214                       
                  ==============

Assets recorded under capital leases as of December 31, 2004, consist of        
computer equipment totaling $7,126 less accumulated amortization of $7,126.     

Employment and Consulting Agreements                                            
------------------------------------                                            

On January 1, 2002, the Company entered into two employment agreements with its 
current officers. The two agreements provide for annual salaries of $150,000    
each, expire January 1, 2004, and provide for automatic annual renewals. In     
addition to the salaries, the agreement grants each officer 50,000 shares of    
Series A Convertible Preferred stock and 100,000 non-qualified stock options per
year. The stock options are to purchase shares of the Company's common stock at 
an exercise price of $0.05 per share, vest immediately, and expire January 1,   
2007. A total of 200,000 option shares were granted to the officers during the  

F-19

DEF 14C
120th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 120th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

years ended December 31, 2004 and 2003. Additional compensation based on the    
difference between the market price and the exercise price at the date of grant 
of $4,940 and $15,200 was recorded for the years ended December 31, 2004 and    
2003. In October 2004, 55,000 shares of the Series A Convertible Preferred stock
were issued to each officer. In December 2004, the Preferred stock was cancelled
and rescinded. For the fiscal year ended December 31, 2004 and 2003, the        
aggregate expense recorded under the agreements amounted to $304,940 and        
$315,200, respectively.                                                         

In April 2002, the Board of Directors approved accruing interest on all unpaid  
salary beginning with salaries accrued in the year ending December 31, 2001, at 
8% per annum and going forward. During the quarter ended December 31, 2004,     
$1,618,123 of accrued officer compensation was converted into 25,246,614 shares 
of the Company's common stock. Accrued officer's compensation unpaid at December
31, 2004 totaled $492,601, and accrued interest totaled $152,142. The accrued   
compensation is convertible into common stock discounted 10% at $0.32 per share 
for compensation earned through 2000, at $0.05 and $0.14 per share in 2001 and  
2002, respectively. During 2002, the officers entered into a standstill         
agreement with the Company in which they agreed to forebear any collection of   
this debt through January 1, 2005.                                              

Consulting Agreement                                                            
--------------------                                                            

On September 30, 2003, the Company engaged The Janis Group ("Janis") to provide 
consulting and advisory services to assist with the implementation of the       
Company's business plan, specifically, to work with the Company to further its  
efforts in the commercialization of its proprietary waste management products.  
The initial fee for these services is $7,500. As of December 31, 2003, $3,750 of
this amount had been billed and paid and the remaining balance was paid during  
the quarter ended March 31, 2004. No new fees were incurred during the current  
fiscal year.                                                                    

In August 2004, the Company engaged Longenecker & Associates, Inc. ("L&A") to   
provide consulting services and advice to the Company on the introduction of its
products to DOE and other government and commercial markets. The agreement calls
for the Company to pay L&A $5,000 per quarter plus a 2% commission on the gross 
amount of any sales made by or as a result of contacts made by L&A. During the  
quarter ended September 30, 2004 the fee was prorated and the Company paid      
$3,300 to L&A for their services.                                               

Settlement Agreement                                                            
--------------------                                                            

In December 2004, the Company entered into a settlement agreement with a        
shareholder whom the Company owes $279,250 in loans and $272,200 in accrued     
interest (See Note 5) whereby the parties agreed to satisfy the debt in full    
with the issuance of an additional 7,710,770 shares of the Company's common     
stock valued at $570,597. The settlement and the issuance of the stock are      
contingent upon the successful completion of the merger with Sutura, Inc. (See  
Note 11). If the merger is consummated and shares are issued, the Company will  
record a loss on the settlement of $19,146.                                     

NOTE 7 - STOCKHOLDERS' DEFICIT                                                  

Authorized Shares                                                               
-----------------                                                               

Effective December 22, 2000, the articles of incorporation were amended to      
increase the authorized shares of common stock from 50,000,000 shares, par value
of $.01 to 100,000,000 shares, par value of $.001. Effective December 22, 2000, 
the articles of incorporation were amended to increase the authorized preferred 
shares from 1,000,000 shares, par value of $.01 to 2,000,000 shares, par value  
of $.001.                                                                       

F-20

DEF 14C
121st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 121st
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

Common Stock Transactions - December 31, 2003                                   
---------------------------------------------                                   

During the year, the Company issued 603,846 shares of common stock for proceeds 
of $35,000. The shares were sold at prices ranging between $0.04 and $0.075 per 
share per share in a private placement intended to be exempt from registration  
under section 4(2) and or Regulation D of the Securities Act of 1933. Shares are
generally sold at a 20% discount to closing prices based on an average prior to 
the sale.                                                                       

In January 2003, the Company granted both officers an option to purchase 100,000
shares of the Company's common stock at an exercise price of $0.05 per share, as
part of their employment agreement. These options were valued at $15,200, and   
were charged to officer's compensation during the three months ended March 31,  
2003.                                                                           

The Company issued a total of 775,000 shares of its common stock for consulting 
services with a total value of $68,250 with a range of $0.075 and $0.09 per     
share. These transactions consist of the following:                             

        a) The Company entered into an agreement with an unrelated third party
to provide investment funding for the Company (see Note 9). As part of the      
agreement, the Company issued 300,000 shares of its common stock for expense    
reimbursements of the investor. At the time of the grant, the shares were valued
at $27,000 or $.09 per share, and were charged to operations during the three   
months ended March 31, 2003.                                                    

         b) In April 2003, the Company issued 100,000 shares of its common stock
to a consultant for marketing and public relations support. At the time of the  
grant, the shares were valued at $7,500 and were charged to operations during   
the three months ended June 30, 2003.                                           

      c) In February 2003, the Company entered into Business and Financial
Services Agreement with Ascendiant Capital Group, LLC ("Ascendiant") for        
financial and business advice and consultation, and specifically, to arrange and
assist in the negotiations for a $5 million line of credit. In connection with  
this agreement, Ascendiant was paid 375,000 shares of the Company's common stock
under Rule 144 in April 2003 valued at $33,750.                                 

In March 2003, the Company began negotiations with Fusion Capital for the common
stock purchase agreement described in Note 9. As part of this agreement, the    
Company agreed to pay Fusion $10,000 cash and issue 300,000 shares of its common
stock valued at $27,000 as reimbursement of Fusion Capital's expenses in        
connection with the transaction. The value of the common stock was charged to   
operations. In addition, the Company issued 1,678,022 shares of its common stock
in April 2003 upon signing the agreement as a commitment fee. The market value  
at the date grant was $0.09 per share or $151,022, and was capitalized as a     
stock offering fee and reported as a reduction of the stockholders' deficit on  
the accompanying financial statements.                                          

In September 2003, the Company issued 20,000 shares of its common stock to a    
consultant for payment of accrued expenses. At the time of the grant, the shares
were valued at $1,842 and were charged against accounts payable.                

In September and October 2003, the Company issued a total of 371,438 shares of  
its common stock to Fusion Capital under the Stock Purchase Agreement (see Note 
9) for proceeds of $20,000. The price ranged between $0.050 and $0.058 per      
share. The shares were issued under the Company's SB-2 registration that became 
effective on July 16, 2003.                                                     

F-21

DEF 14C
122nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 122nd
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

Common Stock Transactions - December 31, 2004                                   
---------------------------------------------                                   

During the fiscal year ended December 31, 2004, the Company granted both        
officers an option to purchase 100,000 shares of the Company's common stock at  
an exercise price of $0.05 per share, as part of their employment agreement.    
These options were valued at $4,940 and were charged to officer's compensation  
during the three months ended March 31, 2004.                                   

During the fiscal year ended December 31, 2004, the Company issued 6,712,094    
shares of its common stock to Fusion Capital under the Stock Purchase Agreement 
(see Note 9) for proceeds of $360,000 ranging from $0.050 to $0.093 per share.  
The shares were issued under the Company's SB-2 registration that became        
effective on July 16, 2003.                                                     

During the fiscal year ended December 31, 2004, the Company issued 1,000,000    
shares of the Company's common stock for $45,000 or $0.045 per share in a       
private placement intended to be exempt from registration under section 4(2) and
or Regulation D of the Securities Act of 1933. Shares are generally sold at a   
20% discount to closing prices based on an average prior to the sale.           

During the fiscal year ended December 31, 2004, the Company issued 29,114 shares
of its common stock to a consultant for payment of accrued expenses. At the time
of the grant, the shares were valued at $1,830 and were charged against accounts
payable.                                                                        

During the fiscal year ended December 31, 2004, the Company issued 600,000      
shares of its common stock valued at $34,020 or $.057 per share for payment of  
accrued legal fees of $35,878. The Company recognized the difference of $1,858  
as a gain from the reduction of debt. In addition, in December 2004, the Company
issued 1,000,000 shares of its common stock for legal services valued at $61,250
and cancelled any outstanding options under the consulting agreement.           

During the fiscal year ended December 31, 2004, the Company issued 1,000,000    
shares of its common stock valued at $61,250 or $0.061 per share as payment of  
loans (See Note 5).                                                             

During the fiscal year ended December 31, 2004, the Company issued a total of   
25,246,614 shares of its common stock to two officers as payment of $1,618,123  
of accrued salaries.                                                            

Stock Issuance Costs                                                            
--------------------                                                            

The Company capitalizes direct and incremental costs associated with raising    
cash from the issuance of equity capital, and such costs will be reported as a  
reduction to the proceeds received in the event the offering is successful. In  
the event the stock offering is unsuccessful, such costs will be expensed at the
time known to management. Stock issuance costs are reported as a reduction of   
stockholders' deficit in the accompanying financial statements at December 31,  
2004. During the years ended December 31, 2004 and 2003, $18,123 and $1,006 was 
amortized due to the purchase of stock under the stock purchase agreement (See  
Note 9). The balance at December 31, 2004 was $131,892.                         

2002 Non-Qualified Stock Compensation Plan                                      
------------------------------------------                                      

In 2002, the Board of Directors adopted the 2002 Non-Qualified Stock            
Compensation Plan (the "Stock Plan") as a method for Technology Visions to      
compensate key employees, advisors and consultants by issuing them shares of its
capital stock or options to purchase shares of its capital stock in exchange for

F-22

DEF 14C
123rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 123rd
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

services rendered and to be rendered and thereby conserve the Company's cash    
resources. The Board of Directors reserved five million (5,000,000) shares of   
its $.001 par value common stock for issuance under the Stock Plan. Options to  
purchase a total of 600,000 shares at an exercise price of $.05 have been       
granted under the Plan to two officers.                                         

Non-Qualified Stock Option Plan                                                 
-------------------------------                                                 

From time to time, the Company issues non-qualified stock options. These options
are generally granted to consultants for past services and are granted to       
noteholders in connection with financing agreements.                            

In 2000, the Company entered into a consulting agreement with an attorney. Under
the terms of the agreement, the Company is to grant the attorney an option to   
purchase 50,000 common shares every six months in July and January. The options 
have an exercise price of 125% of the market price on the day of the grant and  
expire three years from the date of the grant. During the years ended December  
31, 2004 and 2003, the Company granted the attorney the options due to them     
under this agreement totaling 100,000 and 150,000 option shares, respectively,  
with an exercise price ranging from $0.07 to $0.17 per share. In November 2004, 
the agreement with the attorney was terminated and all outstanding options were 
cancelled. The Company valued these options using the fair value method and     
recorded legal expense of $350 and $4,400 based on the Black-Scholes option     
pricing model with the following assumptions:                                   

                                     Jan 2003   July 2003   Jan 2004   July 2004
                                    --------------------------------------------
        Risk-free interest rate       4.00%       4.00%      3.25%       3.25%
        Expected life               3 years     3 years    3 years     3 years
        Expected volatility             44%         38%        15%          6%
        Dividend yield                   0%          0%         0%          0%

In February 2003, Ascendiant received an option for 62,500 of the Company's     
restricted common stock at an exercise price of $0.10 per share, with a one-year
term, and a cashless exercise provision. The Company valued the options using   
the fair value method and recorded as a consulting fee in April 2003 of $1,956, 
based on the Black-Scholes option pricing model using the following assumptions:

Risk-free interest rate                     3.25%             
Expected life                               1 year            
Expected volatility                         38%               
Dividend yield                              0%                

Common stock purchase options and warrants consisted of the following as of     
December 31, 2004:                                                              

                                                                [Download Table]
                                                                      Exercise  
                                                       Options           Price  
                                                     -----------  --------------
                                                                                
Outstanding and exercisable, December 31, 2003        1,012,500   $0.05 to $0.45
     Granted                                            300,000   $0.05 to $0.16
     Exercised                                               --               --
     Expired or cancelled                              (712,500)  $0.07 to $0.16
                                                     -----------                
Outstanding and exercisable, December 31, 2004          600,000                 
                                                     ===========                

              F-23

DEF 14C
124th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 124th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

NOTE 8 - GAIN FROM REDUCTION OF DEBT                                            

During the quarter ended December 31, 2003, the Company evaluated its old trade 
debt in which the statute of limitations for collection had either run out or   
the services had not been performed by the vendor and therefore the debt was not
owed by the Company. The Company wrote-off a total of $56,058 of trade debt from
this evaluation and recorded the amount as a gain from the reduction of debt.   

During the quarter ended December 31, 2004, the Company issued 600,000 shares of
its common stock valued at $34,020 to pay legal fees of $35,878. Therefore, the 
Company recognized the difference of $1,858 as a gain from the reduction of     
debt.                                                                           

NOTE 9 - FUSION CAPITAL TRANSACTION                                             

On April 22, 2003, the Company entered into a common stock purchase agreement   
with Fusion Capital pursuant to which Fusion Capital agreed to purchase on each 
trading day during the term of the agreement $10,000 of the Company's common    
stock up to an aggregate of $6.0 million. The $6.0 million of common stock is to
be purchased over a 30-month period, subject to a six-month extension or earlier
termination at the Company's discretion. The purchase price of the shares of    
common stock will be equal to a price based upon the future market price of the 
common stock without any fixed discount to the market price. Fusion Capital does
not have the right or the obligation to purchase shares of the Company's common 
stock in the event that the price of its common stock is less than $0.05 per    
share.                                                                          

The Company has authorized the sale and issuance of 20,000,000 shares of its    
common stock to Fusion Capital under the common stock purchase agreement. The   
Company filed a registration statement on Form SB-2 to register the underlying  
securities on May 15, 2003. The registration statement became effective on July 
16, 2003.                                                                       

Under the terms of the common stock purchase agreement, Fusion Capital received 
1,678,022 shares of the Company's common stock as a commitment fee, valued at   
$151,022. The value of these shares has been recorded as stock offering fees. In
addition, at such time as Fusion Capital has purchased $3,000,000 of the        
Company's common stock under the common stock purchase agreement, the Company   
will issue to Fusion Capital an additional 1,978,022 shares of common stock as  
an additional commitment fee. This commitment fee will be recorded when the     
contingencies are removed and the fee is earned. Unless an event of default     
occurs, these shares must be held by Fusion Capital until 30 months from the    
date of the common stock purchase agreement or the date the common stock        
purchase agreement is terminated. Under the common stock purchase agreement, on 
each trading day Fusion Capital is obligated to purchase a specified dollar     
amount of the Company's common stock. Subject to the Company's right to suspend 
these purchases at any time, and its right to terminate the agreement with      
Fusion Capital at any time Fusion Capital shall purchase on each trading day    
during the term of the agreement $10,000 of the Company's common stock. The     
Company may decrease this daily purchase amount at any time. The Company also   
has the right to increase the daily purchase amount at any time; provided       
however, it may not increase the daily purchase amount above $10,000 unless its 
stock price is above $.30 per share for five consecutive trading days.          

In September and October 2003, Fusion Capital purchased 371,438 shares of the   
Company's common stock for $20,000 as part of this agreement (see Note 7). In   
addition, Fusion loaned the Company $30,000 during the year ended December 31,  
2003 against future purchases of shares under the Stock Purchase Agreement.     

F-24

DEF 14C
125th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 125th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

During the year ended December 31, 2004, Fusion Capital purchased 5,312,094     
shares of the Company's common stock for $290,000 as part of this agreement. In 
addition, Fusion loaned the Company $40,000 during the year ended December 31,  
2004 against future purchases of shares under the Stock Purchase Agreement for a
total amount loaned of $70,000. In November 2004, Fusion was issued 1,400,000   
shares of the Company's common stock against the amounts loaned. As of December 
31, 2004, there were no loans outstanding against future purchases of shares    
under this agreement.                                                           

As of December 31, 2004, a total of 7,083,532 shares have been purchased for a  
total of $380,000 under this agreement.                                         

NOTE 10 - INCOME TAXES                                                          
The Company was not required to provide for a provision for income taxes for the
years ended December 31, 2004 and 2003 as a result of net operating losses      
incurred during those years.                                                    

The components of deferred tax assets and liabilities at December 31, 2004 and  
2003 consist of the following:                                                  

 Deferred income tax assets:               2004             2003
                                           ------------     ------------

    Net operating loss carry forwards     $ 4,898,000      $ 4,083,000
    Deferred compensation/options           1,590,000        2,101,000

     Valuation allowance                    (6,488,000)      (6,184,000)
                                           ------------     ------------
    Total                                 $        --      $        --
                                           ============     ============

The valuation allowance for net deferred tax assets increased by approximately  
$304,000 during the year due to the correction of prior year NOL's for Federal  
and California tax purposes.                                                    

At December 31, 2004, the Company had net operating loss ("NOL") carry forwards 
for Federal and California income tax purposes of approximately $13.0 million   
and $5.5 million, respectively. Federal NOLs begin to expire in 2003 and will   
fully expire in 2024. The usage of California NOLs is currently suspended.      
California NOLs begin to expire in 2004 and will fully expire in 2013.          

NOTE 11 - PROPOSED MERGER WITH SUTURA, INC.                                     

On December 29, 2004, the majority of the stockholders of the Company ("TVGR")  
approved the proposed merger of the Company with Sutura, Inc., ("Sutura") a     
Delaware corporation. In connection with the merger:                            

o A twelve-for-1 reverse stock split will occur;              

     o Substantially all of the debt held by the officers of the Company
will either be discharged or converted into no more than approximately          
39,000,000 shares of the Company's common stock immediately prior to the merger 
becoming effective (before taking into account the reverse stock split)assuming 
the merger is consummated on or before May 31, 2005;                            

F-25

DEF 14C
126th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 126th
Technology Visions Group, Inc.
 (A Development Stage Company)
 Notes to Financial Statements

      o Each outstanding share of common stock of Sutura will be cancelled
and converted into the right to receive approximately 20.0863 shares of common  
stock of TVGR, which will result in substantial dilution to the stockholders of 
TVGR so that they will own only approximately 5% of the outstanding common stock
of TVGR in the aggregate;                                                       

    o Each outstanding option, warrant or right to purchase a share of
common stock of Sutura will automatically be converted into an option, warrant  
or right to purchase approximately 20.0863 shares of common stock of TVGR;      

         o All of the outstanding preferred stock of TVGR will be converted into
shares of common stock of TVGR immediately prior to the merger;                 

       o The business conducted by TVGR prior to the merger will continue to
be conducted as a separate line of business and the business of Sutura will be  
conducted as the primary business of TVGR following the merger;                 

      o TVGR's name will be changed to "Sutura, Inc." upon consummation of
the merger;                                                                     

 o Members of the management of Sutura will become directors and
officers of TVGR, together with two of the company's existing officers and one  
director; and                                                                   

        o Current TVGR management will receive no cash or equity consideration
as a result of the merger; however TVGR's Chief Executive Officer and TVGR's    
Chief Operating Officer will enter into new employment agreements after the     
merger and certain indebtedness owing to them will be converted into common     
stock.                                                                          

The merger will result in a change of control of TVGR and the existing          
shareholders of TVGR will own 5% of the outstanding shares of common stock of   
TVGR immediately following the merger. As a result of the change of control, the
current employment agreement between Mr. James B. Lahey, TVGR's Chief Executive 
Officer, and TVGR will terminate; the current employment agreement between Mr.  
James A. Giansiracusa, TVGR's Chief Operating Officer, and TVGR will terminate; 
TVGR's financing agreement with Fusion Capital Partners LLC will terminate; and 
TVGR's facility lease will terminate, unless assumed by Sutura as part of the   
merger.                                                                         

In addition, the notes payable to a shareholder will be converted into 7,710,770
as part of the settlement agreement which is contingent upon the successful     
completion of the merger (see Note 6).                                          

The closing date of the merger is anticipated to by the end of the second       
quarter 2005; however there are no assurances that the merger will be completed 
as scheduled.                                                                   

F-26

DEF 14C
127th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 127th
TECHNOLOGY VISIONS GROUP, INC.
(A DEVELOPMENT-STAGE COMPANY) 
BALANCE SHEET 
(UNAUDITED) 
AS OF MARCH 31,2005 

ASSETS

Cash                                                               $     16,185 
                                                                  ------------
     Total current assets                                               16,185

Property and equipment, net of accumulated depreciation                         
     of $57,641                                                         11,122
Other assets                                                              1,067 
                                                                  ------------
     Total assets                                                 $     28,374
                                                                  ============

LIABILITIES AND STOCKHOLDERS' DEFICIT 

Accounts payable                                                   $    272,300 
Accrued expenses                                                         40,062 
Notes payable to related parties                                        606,689 
Accrued interest to related parties                                     407,669 
Accrued officers and directors compensation                             713,699 
                                                                  ------------
     Total current liabilities                                       2,040,419

Commitments & contingencies                                                  -- 

Stockholders' deficit:                                                          
Preferred stock, $.001 par value; 2,000,000 shares authorized;                  
     none issued and outstanding                                            --
Common stock, $.001 par value; 100,000,000 share authorized;                    
     99,999,999 issued and outstanding                                 100,000
Additional paid-in-capital                                           17,014,732 
Accumulated deficit                                                 (18,994,884)
Stock offering costs                                                   (131,893)
                                                                  ------------
      Total stockholders' deficit                                    (2,012,045)
                                                                  ------------
     Total liabilities and stockholders' deficit                  $     28,374
                                                                  ============

See accompanying notes to these financial statements. 

F-27

DEF 14C
128th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 128th
                                                        [Enlarge/Download Table]

                                  TECHNOLOGY VISIONS GROUP, INC.                                                
                                  (A DEVELOPMENT-STAGE COMPANY)                                                 
                                     STATEMENTS OF OPERATIONS                                                   
                                           (UNAUDITED)                                                          


                                                                                   For the period               
                                                                                    of Inception,               
                                                                                   from January 1,              
                                                For the Three Month Periods Ended   1995 through                
                                                           March 31,                  March 31,                 
                                                   2005               2004              2005                    
                                                ------------      ------------      ------------                
                                                                                                                
Revenues                                        $         --      $         --      $         --                

Costs and expenses:                                                                                             
      Research and development                            --                --           685,507                
      General and administrative expenses            156,818           122,938         7,858,852                
      Compensatory element of stock options            5,660             5,290         2,291,166                
      Loss from litigation settlement, net                --                --           476,350                
      Impairment of patent                            55,477                                                    
      Impairment of property and equipment                --                --           223,064                
                                                ------------      ------------      ------------                
Operating loss                                      (162,478)         (128,228)      (11,590,416)               

Other income and (expenses):                                                                                    
      Interest income                                     95                10             1,316                
      Gain from reduction in debt                     13,196                --         1,369,384                
      Interest expense                               (16,271)          (29,812)       (1,993,594)               
      Other income                                        --                --           718,419                
      Financing costs                                     --                --          (383,600)               
      Debt conversion expense                             --                --          (155,343)               
                                                ------------      ------------      ------------                
Net loss                                        $   (165,458)     $   (158,030)     $(12,033,834)               
                                                ============      ============      ============                

Basic and dilutive net loss per share           $      (0.00)     $      (0.00)                                 
                                                ============      ============                                  

Weighted average number                                                                                         
      of shares outstanding                       99,999,999        65,032,862                                  
                                                ============      ============                                  

                      See accompanying notes to these financial statements.                                     

                                              F-28                                                              

DEF 14C
129th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 129th
                                         TECHNOLOGY VISIONS GROUP, INC.                                         
                                         (A DEVELOPMENT-STAGE COMPANY)                                          
                                      STATEMENTS OF CASH FLOWS (UNAUDITED)                                      

                                                                                                 For the period 
                                                                                                  of Inception, 
                                                                                                 from January 1,
                                                                   For the Three Months           1995 through  
                                                                      Ended March 31,              March 31,    
                                                                  2005              2004              2005      
                                                              ------------      ------------      ------------  
Cash flows from operating activities:                                                                           
      Net loss                                                $   (165,458)     $   (158,030)     $(12,033,834) 
      Adjustments to reconcile net loss to net cash                                                             
          Used in operating activities:                                                                         
      Depreciation and amortization                                    924               785           160,551  
      Amortization of deferred finance costs                            --                --           851,350  
      Gain from reduction of debt                                  (13,196)               --        (1,369,384) 
      Common stock issued for services rendered                         --                --           332,120  
      Common stock issued for licensing agreement                       --                --            30,000  
      Compensatory element of common stock and options               5,660             5,290         2,291,166  
      Impairment of patent                                              --                --            55,477  
      Impairment of fixed assets                                        --                --           223,064  
      Write-off shareholder loans                                       --                --          (200,466) 
      Loss on litigation settlement                                     --                --           476,350  
      Loss on disposal of fixed assets                                  --                --             4,377  
      Notes issued in settlement of consulting fees                     --                --           274,250  
      Debt conversion expense                                           --                --           155,343  
      Changes in operating assets and liabilities:                                                              
          Decrease (increase) in accounts receivable                    --                --                --  
          Decrease (increase) in prepaid expenses                   31,638                --            24,471  
          (Increase) in deposits                                        --                --               321  
          Increase (decrease) in accounts payable and                                                           
              accrued expenses                                      66,529            88,620         4,779,220  
          (Decrease) in due to shareholders                             --                --           (16,234) 
                                                              ------------      ------------      ------------  
      Net cash used in operating activities                        (73,903)          (63,335)       (3,961,858) 
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                           
      Purchases of fixed assets                                     (8,248)             (644)         (259,283) 
      Costs of licenses and patents                                     --                --           (54,550) 
                                                              ------------      ------------      ------------  
      Net cash used in investing activities                         (8,248)             (644)         (313,833) 
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                           
      Proceeds from sale of common stock                                --            30,000           861,743  
      Proceeds from issuance of convertible debenture                   --                --           375,000  
      Proceeds from stock purchase agreement                            --            80,000           110,000  
      Payments on debenture notes                                       --                --          (110,000) 
      Notes payable, net                                                --            (5,000)        3,207,259  
      Deferred finance charges                                          --                --          (175,350) 
      Proceeds from exercise of stock options                           --                --             3,000  
      Repayment of notes receivable from stockholders                   --                --             6,360  
                                                              ------------      ------------      ------------  
      Net cash provided by (used in) financing activities               --           105,000         4,278,012  
NET INCREASE (DECREASE) IN CASH                                    (82,151)           41,021             2,321  
CASH AT BEGINNING OF PERIOD                                         98,336             2,589            13,864  
                                                              ------------      ------------      ------------  
CASH AT END OF PERIOD                                         $     16,185      $     43,610      $     16,185  
                                                              ============      ============      ============  

                             See accompanying notes to these financial statements.                              

                                                     F-29                                                       

DEF 14C
130th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 130th
                                       TECHNOLOGY VISIONS GROUP, INC.                                           
                                       (A DEVELOPMENT-STAGE COMPANY)                                            
                                    STATEMENTS OF CASH FLOWS - Continued                                        
                                                (UNAUDITED)                                                     

                                                                                                 Inception,     
                                                                                              from January 1,   
                                                               For the Three Month Periods     1995 through     
                                                                     Ended March 31,             March 31,      
                                                                 2005              2004            2005         
                                                              ------------     ------------     ----------      
SUPPLEMENTAL DISCLOSURES:                                                                                       
Cash paid during the period for:                                                                                
       Interest                                               $        232     $        163     $  120,564      
                                                              ============     ============     ==========      
       Taxes                                                  $        800     $         --     $    8,276      
                                                              ============     ============     ==========      

Non-cash Financing Activities:                                                                                  
      Value of shares issued in connection                                                                      
          with compensatory obligations                       $         --     $         --     $2,537,522      
                                                              ============     ============     ==========      
      Value of stock issued for                                                                                 
          conversion of notes payable                         $         --     $         --     $2,115,903      
                                                              ============     ============     ==========      
      Accrued interest converted to common stock              $         --     $         --     $   53,473      
                                                              ============     ============     ==========      
      Value of shares paid to satisfy accounts payable        $         --     $         --     $  115,730      
                                                              ============     ============     ==========      
      Assets acquired through a capital lease                 $         --     $         --     $    7,126      
                                                              ============     ============     ==========      
      Value of shares issued for consulting services          $         --     $         --     $  685,410      
                                                              ============     ============     ==========      
      Value assigned to stock options issued for services     $      5,660     $      5,290     $  104,356      
                                                              ============     ============     ==========      
      Value of stock issued for licensing agreement           $         --     $         --     $   30,000      
                                                              ============     ============     ==========      
      Value of shares issued for settlement                                                                     
          of convertible promissory  notes                    $         --     $         --     $  534,235      
                                                              ============     ============     ==========      
      Value of shares issued for settlement of litigation     $         --     $         --     $   51,250      
                                                              ============     ============     ==========      
      Value of stock issued in exchange for                   $         --     $         --     $   17,294      
                                                              ============     ============     ==========      
          note receivable                                                                                       
      Value of shares issued to satisfy accrued expenses      $         --     $         --     $   53,500      
                                                              ============     ============     ==========      
      Value of shares issued as additional                                                                      
          consideration for loan                              $         --     $         --     $   42,750      
                                                              ============     ============     ==========      
      Reduction of notes payable and accrued                                                                    
          interest due to litigation                          $         --     $         --     $   60,000      
                                                              ============     ============     ==========      
      Satisfaction of notes receivable in                                                                       
          exchange for services                               $         --     $         --     $    8,334      
                                                              ============     ============     ==========      
      Value of stock issued for stock offering costs          $         --     $         --     $  151,022      
                                                              ============     ============     ==========      

                             See accompanying notes to these financial statements.                              

                                                     F-30                                                       

DEF 14C
131st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 131st
TECHNOLOGY VISIONS GROUP, INC.
 (A DEVELOPMENT-STAGE COMPANY)
March 31, 2005 (Unaudited)

NOTE 1 - BUSINESS AND CONTINUED OPERATIONS                                      

Technology Visions Group, Inc. (the "Company") was incorporated in the State of 
Delaware on April 29, 1985. In March 1995, the management resigned and new      
management commenced a new direction of the Company. For financial reporting    
purposes, inception is defined as January 1, 1995. Prior to December 22, 2000,  
the Company's name was Orbit Technologies, Inc. The Company's business plan     
focuses on applied research and development of new and innovative technologies, 
engineering ideas, methods, and processes that hold the potential to become     
commercially viable products or processes. Once a product or process receives   
commercial validation through an outside or third party, it is the Company's    
intention to either spin it off as a separate business entity, or license or    
sell to an affiliated or unaffiliated entity that, at that time, becomes        
responsible for the production, marketing and sales of such products or         
services. The Company's technologies are undergoing certain feasibility studies 
and/or actual field tests and evaluations in the area of the treatment and      
stabilization of buried low-level mixed radioactive waste. To date, the Company 
has not commercialized any of its technologies.                                 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Unaudited Interim Financial Statements                                          
--------------------------------------                                          

The interim financial data as of March 31, 2005, and for the three months ended 
March 31, 2005 and 2004 are unaudited; however, in the opinion of management,   
the interim data includes all adjustments, consisting only of normal recurring  
adjustments, necessary to present fairly the Company's financial position as of 
March 31, 2004, and the results of its operations for the three months and cash 
flows for the three months ended March 31, 2005 and 2004. These results are not 
necessarily indicative of the results expected for the year ending December 31, 
2005. These financial statements and notes thereto do not reflect all           
disclosures necessary for preparation under accounting principles generally     
accepted in the United States. Refer to the Company's Annual Report on Form     
10-KSB for the year ended December 31, 2004.                                    

Going Concern                                                                   
-------------                                                                   

The accompanying financial statements have been prepared in conformity with     
accounting principles generally accepted in the United States, which contemplate
continuation of the Company as a going concern. Prior to inception, the Company 
had losses accumulating to $6,961,050. The Company, since inception, has        
suffered losses accumulating to $12,033,834 through March 31, 2005. For the year
ended December 31, 2004 and for the three months ended March 31, 2005, the      
Company incurred net losses of approximately $758,205 and $165,458,             
respectively, and as of March 31, 2005, had a stockholders' deficit and a       
working capital deficit of approximately $2,012,045 and $2,024,234,             
respectively. The Company is in arrears with certain of its payables and accrued
liabilities. The Company requires additional funds to move into the marketing   
and commercialization of its technologies. No assurances can be given that the  
Company can manufacture its technologies on a large-scale basis or at a feasible
cost. Further, no assurance can be given that any technology will receive market
acceptance. The Company's ability to continue as a going concern is dependent   
upon obtaining the additional financing, restructuring and/or curing the        
defaults on its debt, and the successful marketing of its technologies. These   
factors raise substantial doubt about the Company's ability to continue as a    
going concern. Management plans to explore additional sources of working capital
including borrowings, sales of securities, joint ventures, mergers, and the     
licensing of technologies. In April 2003, the Company entered into a common     
stock purchase agreement with Fusion Capital Fund II, LLC ("Fusion Capital") in 
an effort to raise working capital (see Note 6). Management intends to use any  
funds raised to pursue the marketing and commercialization of its technologies. 
Management believes that the Company can raise adequate capital to keep the     
Company functioning at a minimum level of operation in the next fiscal year.    
Management is exploring ways to reduce its existing liabilities, including      
exchanging certain of its liabilities for shares of its common stock. There can 
be no assurance that management will be successful in its efforts to raise      
capital sufficient to fund its working capital requirements or to convert debts 
into common stock during the next twelve months.                                

F-31

DEF 14C
132nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 132nd
TECHNOLOGY VISIONS GROUP, INC.
 (A DEVELOPMENT-STAGE COMPANY)
March 31, 2005 (Unaudited)

These financial statements do not include any adjustments relating to the       
recoverability of recorded asset amounts that might be necessary as a result of 
the above uncertainty.                                                          

Development-Stage Company                                                       
-------------------------                                                       

The Company is considered a development-stage company, with no operating        
revenues from the license and/or sale of commercially viable technologies during
the periods presented, as defined by Statement of Financial Accounting Standards
("SFAS") No. 7. SFAS No. 7 requires companies to report their operations,       
shareholders deficit and cash flows since inception through the date that       
revenues are generated from management's intended operations, among other       
things. Management has defined inception as January 1, 1995, near the date      
management control was obtained. Since inception, the Company has incurred      
operating losses totaling approximately $12 million, much of which relates to   
stock-based compensation to officers, directors and consultants as a means to   
preserve working capital. The Company's working capital has been generated      
through the sales of common stock and debt. In addition, significant research   
and development costs to develop technologies have been expended since          
inception. Management has provided financial data since January 1, 1995         
"Inception" in the financial statements, as a means to provide readers of the   
Company's financial information to make informed investment decisions.          

The Company completed the initial and intermediate testing and evaluation of its
GMENT technology at the Department of Energy ("DOE") Idaho Falls site with the  
receipt of Volume II of the "Final Results Report, In Situ Grout Technology for 
Application in Buried Transuranic Waste Sites," published in April 2003 by the  
Idaho National Engineering and Environmental ("INEEL"). Confirmation of the test
results has been completed using actual radioactive waste. Therefore, there have
been no expenditures during the three months ended March 31, 2005 and 2004 for  
research and development. Bechtel recently issued an Engineering Design File    
(EDF) entitled, Grout Selection Criteria and Recommendation for the Operable    
Unit 7-13/14 In Situ Grouting Project dated December 2004. The EDF indicates    
that this project would not be going forward as planned until additional studies
were completed requiring a Risk Assessment based on revised inventory and       
containment mobility data at the site. The time to complete thia additional     
modeling is not known at this time. The Company is moving into position to begin
the marketing and commercialization phase of its development at other DOE sites 
including Hanford, Washington.                                                  

Use of Estimates                                                                
----------------                                                                

The preparation of the financial statements in conformity with accounting       
principles generally accepted in the United States requires management to make  
estimates and assumptions that affect the reported amounts of assets and        
liabilities, and disclosure of contingent liabilities at the date of the        
financial statements and the reported amounts of expenses during the reporting  
period. Actual results could differ from those estimates.                       

Risks and Uncertainties - Technologies                                          
--------------------------------------                                          

The Company's operations are subject to new innovations in product design and   
function. Significant technological changes can have an adverse effect on       
product lives. Design and development of new products are important elements to 
achieve profitability in this industry segment.                                 

Loss Per Share                                                                  
--------------                                                                  

Basic earnings per share ("Basic EPS") is computed by dividing net loss         
available to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted earnings per share ("Diluted EPS") give  
effect to all dilutive potential common shares outstanding during a period. In  
computing Diluted EPS, the treasury stock method is used in determining the     
number of shares assumed to be purchased from the conversion of common stock    
equivalents. Securities that could potentially dilute Basic EPS in the future,  
that were not included in the computation of Diluted EPS because to do so would 
have been anti-dilutive for the periods presented, consist of options, warrants,
convertible notes and debentures.                                               

F-32

DEF 14C
133rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 133rd
TECHNOLOGY VISIONS GROUP, INC.
 (A DEVELOPMENT-STAGE COMPANY)
March 31, 2005 (Unaudited)

The following is a reconciliation of the numerators and denominators of the     
basic and diluted earnings per share computations for the three months ended    
March 31, 2005 and 2004:                                                        

                                                 2005             2004
                                                  -------------    -------------
Basic and diluted net loss per share:                                         
Numerator:                                                                    
       Net loss                                   $   (165,458)    $   (158,030)

Denominator:                                                                  
Basic and diluted weighted average                                
      number of common shares outstanding          99,999,999       65,032,862
                                                  -------------    -------------
 Basic and diluted net loss per share             $      (0.00)    $      (0.00)
                                                  =============    =============

Shareholder Dilution                                                            
--------------------                                                            

The Company's management has relied on the issuance of its common stock to      
provide working capital and provide compensation to officers, directors and     
consultants. The trading price of the Company's common stock has declined over  
time. If the Company continues to rely on the issuance of common stock to retain
key management and consultants, based on current per-share prices, the existing 
shareholders may be significantly diluted in the future.                        

Incremental Shares                                                              
------------------                                                              

Securities that could potentially dilute basic earnings per share ("EPS") in the
future that were not included in the computation of diluted EPS because to do so
would have been anti-dilutive as of March 31, 2005 consist of the following:    

                                                             Number of Potential
                                                             Additional Common
                                                              Shares
                                                             -------------------

Notes payable to related parties                                    20,319,663  
Options to purchase common stock                                       800,000  
Accrued officers' and directors' compensation                       12,527,583  
                                                             -------------------
     Total incremental shares at March 31, 2005                   33,647,246
                                                             ===================

Equipment and Fixtures                                                          
----------------------                                                          

Equipment and fixtures are recorded at cost. Depreciation is provided using     
accelerated and straight-line methods over the estimated useful lives of the    
related assets as follows:                                                      

     Description                                 Years
     -----------                                 -----

    Furniture and fixtures                         7
    Computer hardware and software               3-5

F-33

DEF 14C
134th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 134th
TECHNOLOGY VISIONS GROUP, INC.
 (A DEVELOPMENT-STAGE COMPANY)
March 31, 2005 (Unaudited)

Recent Accounting Pronouncements                                                
--------------------------------                                                

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on   
Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its         
Application to Certain Investments." The EITF reached a consensus about the     
criteria that should be used to determine when an investment is considered      
impaired, whether that impairment is other-than-temporary, and the measurement  
of an impairment loss and how that criteria should be applied to investments    
accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES." EITF 03-01 also included accounting considerations          
subsequent to the recognition of other-than-temporary impairment and requires   
certain disclosures about unrealized losses that have not been recognized as    
other-than-temporary impairments. Additionally, EITF 03-01 includes new         
disclosure requirements for investments that are deemed to be temporarily       
impaired. In September 2004, the Financial Accounting Standards Board (FASB)    
delayed the accounting provisions of EITF 03-01; however, the disclosure        
requirements remain effective for annual reports ending after June 15, 2004. The
Company will evaluate the impact of EITF 03-01 once final guidance is issued.   

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires 
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based compensation issued to employees. FAS   
No. 123R is effective beginning in the Company's second quarter of fiscal 2006. 
The Company is evaluating the effects adoption of SFAS 123R will have on its    
financial statements.                                                           

In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of         
Non-monetary Assets." The Statement is an amendment of APB Opinion No. 29 to    
eliminate the exception for non-monetary exchanges of similar productive assets 
and replaces it with a general exception for exchanges of non-monetary assets   
that do not have commercial substance. The Company believes that the adoption of
this standard will have no material impact on its financial statements.         

Stock Based Compensation                                                        
------------------------                                                        

The Company has elected to follow Accounting Principles Board Opinion No. 25,   
Accounting for Stock Issued to Employees ("APB 25"), and related interpretations
in accounting for its employee stock options because the alternative fair value 
accounting provided under FASB Statement No. 123, Accounting for Stock-Based    
Compensation, ("SFAS 123") requires the use of option valuation models that were
not developed for use in valuing employee stock options. As permitted, the      
Company adopted the disclosure alternative of SFAS 123 and SFAS 148, which      
require pro forma disclosure of net income and earnings per share as if the fair
value method of accounting had been applied. Since the Company has no           
significant stock options outstanding, the pro forma financial data is not      
meaningful.                                                                     

Under APB 25, when the exercise price of the Company's stock options equals or  
exceeds the fair value of the underlying stock on the date of grant, no         
compensation expense is recorded.                                               

During the quarters ended March 31, 2005 and 2004, the Company awarded two of   
the officer's options for a total of 400,000 shares of the Company's common     
stock as part of their employment agreements. The Company recorded an expense of
$5,660 and $4,940 respectively for these options.                               

In compliance with FAS No. 148, the Company has elected to continue to follow   
the intrinsic value method in accounting for its stock-based employee           
compensation plan as defined by APB No. 25 and has made the applicable          
disclosures below.                                                              

F-34

DEF 14C
135th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 135th
TECHNOLOGY VISIONS GROUP, INC.
 (A DEVELOPMENT-STAGE COMPANY)
March 31, 2005 (Unaudited)

Had the Company determined employee stock based compensation cost based on a    
fair value model at the grant date for its stock options under SFAS 123, the    
Company's net earnings per share would have been adjusted to the pro forma      
amounts for three months ended March 31, 2005 and 2004 as follows:              

                                                    2005          2004
                                                     ------------   ------------
Net loss - as reported                               $  (165,458)   $  (158,030)
Stock-based employee compensation expense,                                      
    included in reported net loss, net of tax             5,660          4,940

Total stock-based employee compensation                                         
expense determined under fair-value-based                             
     method for all rewards, net of tax                   (8,800)        (8,200)

                                                     ------------   ------------
Pro forma net loss                                   $  (168,598)   $  (161,290)
                                                     ============   ============

Earnings per share:                                                             
     Basic and diluted, as reported                        (0.00)         (0.00)
     Basic and diluted, pro forma                          (0.00)         (0.00)

NOTE 3 - NOTES PAYABLE TO RELATED PARTIES                                       

Notes payable to related parties consist of the following at March 31, 2005:    

Notes                   Interest Rate    Principal Balance    Accrued Interest
--------------------------------------------------------------------------------

Current Portion:                                                                
 Shareholders         10% - 12%           $ 279,250            $ 272,200
 Officers              8% - 10%             327,439              135,469

                                           ----------------    -----------------
Total Notes Payable to related parties        $ 606,689            $ 407,669    
                                           ================    =================

Shareholders:                                                                   
-------------                                                                   

On May 27, 1997, the Company entered into an installment loan agreement with an 
individual shareholder to borrow $300,000. As of December 31, 1998, the         
shareholder had advanced the Company $299,500 against the $300,000 loan         
agreement. The installment loan bears interest at 12% per annum and was due on  
May 27, 1999. The loan agreement provides for semi- annual interest payments of 
$17,920. The installment note is collateralized by the Company's rights, titles 
and patents, of the Company's technology known as "Polymer Encapsulation        
Technology." In November 2004, $20,250 of the principle of this note was        
converted into 330,612 shares of the Company's common stock. The balance at     
March 31, 2005 was $279,250. Accrued interest at March 31, 2005 was $256,637. As
the Company is in default on the note, it has been classified as a current note 
payable.                                                                        

In March 2003, the Company entered into a new agreement with a shareholder      
whereby the shareholder loaned the Company $10,000. The shareholder has the     
right to convert the unpaid principal and/or accrued interest at the price per  
share discounted by 20% of the average bid and ask price during the five day    
period prior to the date of conversion. This note matured on July 21, 2003. In  
November 2004, the principle of this note was converted into 163,265 shares of  
the Company's common stock. Accrued interest at March 31, 2005 was $1,500.      

At March 31, 2004, the Company had an outstanding loan from a shareholder in the
amount of $25,000. The note bears an interest rate of 10% per annum and was due 
on November 5, 1999. The noteholder has the right to convert the unpaid         
principal and/or accrued interest at the price per share discounted by 20% of   
the average bid and ask price five days prior to the date of conversion. In     
November 2004, the principle of this note was converted into 408,163 shares of  
the Company's common stock. Accrued interest at March 31, 2005 was $14,062.     

F-35

DEF 14C
136th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 136th
TECHNOLOGY VISIONS GROUP, INC.
 (A DEVELOPMENT-STAGE COMPANY)
March 31, 2005 (Unaudited)

Long-term - Officers:                                                           
---------------------                                                           

At December 31, 2001, the two officers had loans outstanding totaling $112,341  
to the Company. Each note bears interest of 10% per annum and is due one year   
from the issuance date. The notes principal and accrued interest are convertible
into common stock at prices ranging from $0.13 to $0.32 per share. During the   
fiscal year ended December 31, 2004, $5,000 was paid on one of these notes.     
During the year ended December 31, 2002, the officers loaned an additional      
$65,000 in cash to the Company at 8% per annum. The officers have the right to  
convert the unpaid principal and/or accrued interest at the price per share     
discounted by 20% of the average bid and ask price five days prior to the date  
of conversion. These notes matured on August 27, 2003. In addition, on June 10, 
2002 one of the officers transferred 200,000 shares of the Company's common     
stock privately owned by them to pay the retainer for legal fees. At the date of
the transfer the shares had a market value of $0.08 per share or $16,000. When  
the attorney sold the shares and reduced his bill, the shares were sold at less 
than the value previously recorded. The officer's loans were reduced accordingly
by $2,256 to a net loan value of $13,744.                                       

During the year ended December 31, 2003, the Company entered into seven new     
agreements with the officers, whereby the officers loaned a total of $88,000 to 
the Company at 8% per annum. In addition, the officers have the right to convert
the unpaid principal and/or accrued interest at the price per share discounted  
by 20% of the average bid and ask price during the five day period prior to the 
date of conversion. These notes matured between March 11, 2004 and June 23,     
2004.                                                                           

On February 21, 2003, two of the officers transferred a total of 135,667 shares 
of the Company's common stock privately owned by them to pay the retainer for   
legal fees. At the date of the transfer the shares had a market value of $0.11  
per share or $14,923. On May 15, 2003, one of the officers transferred 300,000  
shares of the Company's common stock privately owned by them to pay the retainer
for legal fees. At the date of the transfer the shares had a market value of    
$0.145 per share or $43,500. These amounts were recorded as an additional loan  
made by the officers and applied to prepaid expenses. When the attorney sold the
shares and reduced his bill, the shares were sold at less than the value        
previously recorded. The officer's loans were reduced accordingly by $33,812 to 
a net loan value of $24,611. On June 2, 2003, an officer transferred 100,000    
shares of the Company's common stock privately owned by him to pay consulting   
fees to a non-related third-party. At the date of the transfer the shares had a 
market value of $0.15 per share or $15,000. On July 29, 2003, one of the        
officers transferred 300,000 shares of the Company's common stock privately     
owned by them to pay the retainer for legal fees. At the date of the transfer   
the shares had a market value of $0.11 per share or $33,000. These amounts were 
recorded as an additional loan made by the officers and applied to prepaid      
expenses. When the attorney sold the shares and reduced his bill, the shares    
were sold at less than the value previously recorded. The officer's loans were  
reduced accordingly by $20,157 to a net loan value of $12,843. On December 16,  
2003, an officer transferred 10,000 shares of the Company's common stock        
privately owned by him to pay consulting fees to a non-related third-party. At  
the date of the transfer the shares had a market value of $0.09 per share or    
$900. The officers have the right to convert the unpaid principal and/or accrued
interest at the price per share discounted by 20% of the average bid and ask    
price five days prior to the date of conversion. These notes matured between    
February 21, 2004 and December 16, 2004.                                        

At March 31, 2005, the total balance owing was $327,439 and the accrued interest
was $135,469. During 2000, the officers entered into a standstill agreement with
the Company in which they agreed to forebear any collection of the debts for a  
period of one year. The agreements with the officers have been extended to      
January 1, 2005.                                                                

F-36

DEF 14C
137th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 137th
TECHNOLOGY VISIONS GROUP, INC.
 (A DEVELOPMENT-STAGE COMPANY)
March 31, 2005 (Unaudited)

NOTE 4 - COMMITMENTS AND CONTINGENCIES                                          

Employment and Consulting Agreements                                            
------------------------------------                                            

On January 1, 2002, the Company entered into two employment agreements with its 
current officers. The agreements provide for annual salaries aggregating to     
$300,000, expire January 1, 2004, and provide for automatic annual renewals. On 
January 1, 2005, the agreements were renewed for another year. In addition to   
the salaries, the agreements grant each officer 100,000 non-qualified stock     
options per year. The stock options are to purchase shares of the Company's     
common stock at an exercise price of $0.05 per share, vest immediately, and     
expire in five years. A total of 400,000 option shares were granted to the      
officers during the quarter ended March 31, 2005 and 2004 respectively and      
$5,660 and $4,940 was recorded as additional compensation based on the          
difference between the market price and the exercise price at the date of grant.

For the three months ended March 31, 2005 and 2004, the expense recorded under  
the agreements amounted to $75,000 each. In April 2002, the Board of Directors  
approved accruing interest on all unpaid salary beginning with salaries accrued 
in the year ending December 31, 2001, at 8% per annum and going forward. During 
the fiscal year ended December 31, 2004, $1,618,123 of accrued compensation was 
converted into 25,246,614 shares of the Company's common stock. Accrued         
officer's compensation unpaid at March 31, 2005 totaled $552,601, and accrued   
interest totaled $161,095. For the three months ended March 31, 2005 and 2004,  
interest expense was $8,953 and $12,752 respectively.                           

Consulting Agreement                                                            
--------------------                                                            

In August 2004, the Company engaged Longenecker and Associates to provide       
consulting services and advice to the Company on the introduction of its        
products to DOE and other government and commercial markets. The agreement calls
for the Company to pay consultants $5,000 per quarter plus a 2% commission on   
the gross amount of any sales made by or as a result of contacts made by L&A.   
During the quarter ended March 31, 2005 the Company paid $5,000 to L&A for their
services.                                                                       

Settlement Agreement subject to contingency                                     
-------------------------------------------                                     

In December 2004, the Company entered into a settlement agreement with a        
shareholder whom the Company owes $279,250 in loans and $272,200 in accrued     
interest (See Note 3) whereby the parties agreed to satisfy the debt in full    
with the issuance of an additional 7,710,770 shares of the Company's common     
stock valued at $570,597. The settlement and the issuance of the stock is       
contingent upon the successful completion of the merger with Sutura, Inc. (See  
Note 8). If the shares are issued, the Company will record a loss on the        
settlement of $19,146.                                                          

NOTE 5 - STOCKHOLDERS' DEFICIT                                                  

Common Stock Transactions During the Three Months Ended March 31, 2004          
----------------------------------------------------------------------          

In January 2004, the Company granted both officers options to purchase 100,000  
shares each of the Company's common stock at an exercise price of $0.05 per     
share, as part of their employment agreement. These options were valued at      
$4,940 and were charged to officer's compensation during the three months ended 
March 31, 2004.                                                                 

During the quarter ended March 31, 2004, the Company issued 1,116,016 shares of 
its common stock to Fusion Capital under the Stock Purchase Agreement (see Note 
6) for proceeds of $80,000 ranging from $0.064 to $0.093 per share. The shares  
were issued under the Company's SB-2 registration that became effective on July 
16, 2003.                                                                       

F-37

DEF 14C
138th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 138th
TECHNOLOGY VISIONS GROUP, INC.
 (A DEVELOPMENT-STAGE COMPANY)
March 31, 2005 (Unaudited)

In January 2004, the Company entered into a "Stock Subscription Agreement" with 
a private investor whereby the investor agreed to purchase 1,000,000 shares of  
the Company's common stock for $45,000 or $0.045 per share. As of March 31,     
2004, the investor had paid the Company $30,000 and the balance of $15,000 is   
reflected as "Stock Subscription Receivable" in the accompanying financial      
statements. The stock was not issued until the balance was received from the    
investor. The Company received the balance in April 2004.                       

Common Stock Transactions During the Three Months Ended March 31, 2005          
----------------------------------------------------------------------          

In January 2005, the Company granted both officers an option to purchase 100,000
shares of the Company's common stock at an exercise price of $0.05 per share, as
part of their employment agreement. These options were valued at $5,660 and were
charged to officer's compensation during the three months ended March 31, 2005. 

Stock Issuance Costs                                                            
--------------------                                                            

The Company capitalizes direct and incremental costs associated with raising    
cash from the issuance of equity capital, and such costs will be reported as a  
reduction to the proceeds received in the event the offering is successful. In  
the event the stock offering is unsuccessful, such costs will be expensed at the
time known to management. Stock issuance costs are reported as a reduction of   
stockholders' deficit in the accompanying financial statements at March 31,     
20045. During the quarters ended March 31, 2005 and 2004, $0 and $4,037 were    
amortized due to the purchase of stock under the stock purchase agreement (See  
Note 6). The balance at March 31, 2005 was $131,892.                            

Non-Qualified Stock Option Plan                                                 
-------------------------------                                                 

From time to time, the Company issues non-qualified stock options. These options
are generally granted to consultants for past services and are granted to       
noteholders in connection with financing agreements.                            

In 2000, the Company entered into a consulting agreement with an attorney. Under
the terms of the agreement, the Company is to grant the attorney an option to   
purchase 50,000 common shares every six months in July and January. The options 
have an exercise price of 125% of the market price on the day of the grant and  
expire three years from the date of the grant. During the three months ended    
March 31, 2004, the Company granted the attorney the option to purchase 50,000  
shares of the Company's common stock. The Company valued these options using the
fair value method and recorded legal expense of $350 based on the Black-Scholes 
option pricing model with the following assumptions:                            

    Risk-free interest rate                              3.25%
    Expected life                                      3 years
    Expected volatility                                    15%
    Dividend yield                                          0%

In November 2004, the agreement with the attorney was terminated and all        
outstanding options were cancelled.                                             

NOTE 6 - FUSION CAPITAL TRANSACTION                                             

On April 22, 2003, the Company entered into a common stock purchase agreement   
with Fusion Capital pursuant to which Fusion Capital agreed to purchase on each 
trading day during the term of the agreement $10,000 of the Company's common    
stock up to an aggregate of $6.0 million. The $6.0 million of common stock is to
be purchased over a 30-month period, subject to a six-month extension or earlier
termination at the Company's discretion. The purchase price of the shares of    
common stock will be equal to a price based upon the future market price of the 
common stock without any fixed discount to the market price. Fusion Capital does
not have the right or the obligation to purchase shares of the Company's common 
stock in the event that the price of its common stock is less than $0.05 per    
share.                                                                          

The Company has authorized the sale and issuance of 20,000,000 shares of its    
common stock to Fusion Capital under the common stock purchase agreement. The   
Company filed a registration statement on Form SB-2 to register the underlying  
securities on May 15, 2003. The registration statement became effective on July 
16, 2003.                                                                       

F-38

DEF 14C
139th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 139th
TECHNOLOGY VISIONS GROUP, INC.
 (A DEVELOPMENT-STAGE COMPANY)
March 31, 2005 (Unaudited)

Under the terms of the common stock purchase agreement, Fusion Capital received 
1,678,022 shares of the Company's common stock as a commitment fee, valued at   
$151,022. The value of these shares has been recorded as stock offering fees. In
addition, at such time as Fusion Capital has purchased $3,000,000 of the        
Company's common stock under the common stock purchase agreement, the Company   
will issue to Fusion Capital an additional 1,978,022 shares of common stock as  
an additional commitment fee. This commitment fee will be recorded when the     
contingencies are removed and the fee is earned. Unless an event of default     
occurs, these shares must be held by Fusion Capital until 30 months from the    
date of the common stock purchase agreement or the date the common stock        
purchase agreement is terminated. Under the common stock purchase agreement, on 
each trading day Fusion Capital is obligated to purchase a specified dollar     
amount of the Company's common stock. Subject to the Company's right to suspend 
these purchases at any time, and its right to terminate the agreement with      
Fusion Capital at any time Fusion Capital shall purchase on each trading day    
during the term of the agreement $10,000 of the Company's common stock. The     
Company may decrease this daily purchase amount at any time. The Company also   
has the right to increase the daily purchase amount at any time; provided       
however, it may not increase the daily purchase amount above $10,000 unless its 
stock price is above $.30 per share for five consecutive trading days.          

In September and October 2003, Fusion Capital purchased 371,438 shares of the   
Company's common stock for $20,000 as part of this agreement. In addition,      
Fusion loaned the Company $30,000 during the year ended December 31, 2003       
against future purchases of shares under the Stock Purchase Agreement.          

During the year ended December 31, 2004, Fusion Capital purchased 5,312,094     
shares of the Company's common stock for $290,000 as part of this agreement. In 
addition, Fusion loaned the Company $40,000 during the year ended December 31,  
2004 against future purchases of shares under the Stock Purchase Agreement for a
total amount loaned of $70,000. In November 2004, Fusion was issued 1,400,000   
shares of the Company's common stock against the amounts loaned. As of March 31,
2005, there was no loans outstanding against future purchases of shares under   
this agreement.                                                                 

As of March 31, 2005, a total of 7,083,532 shares have been purchased for a     
total of $380,000 under this agreement.                                         

NOTE 7 - GAIN FROM SETTLEMENT OF DEBT                                           

In January 2005, the Company entered into a settlement agreement with a vendor  
whereby the vendor agreed to accept $5,000 as full payment on the invoices      
outstanding, amounting $18,196. As a result, the Company recorded a gain on     
settlement of debt of $13,196.                                                  

NOTE 8 - PROPOSED MERGER WITH SUTURA, INC.                                      

On December 29, 2004, the majority of the stockholders of the Company ("TVGR")  
approved the proposed merger of the Company with Sutura, Inc., ("Sutara") a     
Delaware corporation. In connection with the merger:                            

o    A twelve-for-1 reverse stock split will occur;           

        o    There will be an increase in the authorized captial stock of TVGR
           to provide for the merger consideration and future issuances of
common stock.                                       

        o    Substantially all of the debt held by the officers of the Company
    will either be discharged or converted into no more than
         approximately 26,000,000 shares of the Company's common stock
             immediately prior to the merger becoming effective (before taking
        into account the reverse stock split) assuming the merger is
consummated on or before June 30, 2005;             

         o    Each outstanding share of common stock of Sutura will be cancelled
        and converted into the right to receive approximately 20.952
            shares of common stock of TVGR, which will result in substantial
           dilution to the stockholders of TVGR so that they will own only
           approximately 5% of the outstanding common stock of TVGR in the
aggregate;                                          

F-39

DEF 14C
140th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 140th
TECHNOLOGY VISIONS GROUP, INC.
 (A DEVELOPMENT-STAGE COMPANY)
March 31, 2005 (Unaudited)

       o    Each outstanding option, warrant or right to purchase a share of
          common stock of Sutura will automatically be converted into an
            option, warrant or right to purchase approximately 20.952 shares
of common stock of TVGR;                            

       o    The business conducted by TVGR prior to the merger will continue
            to be conducted as a separate line of business in a wholly owned
          subsidiary of the surviving company and the business of Sutura
           will be conducted as the primary business of TVGR following the
merger;                                             

         o    TVGR's name will be changed to "Sutura, Inc." upon consummation of
the merger;                                         

    o    Members of the management of Sutura will become directors and
        officers of TVGR together with two of the company's existing
officers and one director; and                      

o    Current TVGR management will receive no cash or equity   
         consideration as a result of the merger; however TVGR's Chief
           Executive Officer and TVGR's Chief Operating Officer will enter
             into new employment agreements in connection with the merger, and
            certain indebtedness owing to them will be converted into common
stock.                                              

The merger will result in a change of control of TVGR and the existing          
shareholders of TVGR will own 5% of the outstanding shares of common stock of   
TVGR immediately following the merger. As a result of the change of control, the
current employment agreement between Mr. James B. Lahey, TVGR's Chief Executive 
Officer, and TVGR will terminate; the current employment agreement between      
Mr.James A. Giansiracusa, TVGR's Chief Operating Officer, and TVGR will         
terminate, and TVGR's financing agreement with Fusion Capital Partners LLC will 
terminate. TVGR will move it operations and offices to Sutura's facility in     
Fountain Valley, California.                                                    

In addition, the notes payable to a shareholder will be converted into 7,710,770
shares of common stock as part of the settlement agreement which is contingent  
upon the successful completion of the merger (see Note 4).                      

The closing date of the merger is anticipated to by the end of the second       
quarter 2005; however there are no assurances that the merger will be completed 
as scheduled.                                                                   

F-40

DEF 14C
141st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 141st
ATTACHMENT 4

FINANCIAL STATEMENTS OF SUTURA, INC.

SUTURA FINANCIAL INFORMATION

The following financial information for Sutura for the periods indicated is     
included as part of this Information Statement:                                 

o        Unaudited Consolidated Balance Sheet on March 31 2005.                 

o        Unaudited Consolidated Statement of Operations for the three month     
periods ended  March 31, 2005 and 2004.                       

o        Unaudited Consolidated Statement of Cash Flows for the three month     
periods ended March 31, 2005 and 2004                         

o        Notes to Unaudited Consolidated Financial Statements                   

o        Audited Consolidated Balance Sheet for the year ended December 31,     
2004.                                                         

o        Audited Consolidated Statements of Operations, Stockholders Deficit and
Cash Flows for the years ended December 31, 2004 and 2003.    

o        Sutura and Subsidiaries Notes to Audited Consolidated Financial        
Statements.                                                   

 4-1

DEF 14C
142nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 142nd
                                                        [Enlarge/Download Table]
                                   SUTURA, INC. AND SUBSIDIARY                                   
                                   CONSOLIDATED BALANCE SHEET                                    
                                      AS OF MARCH 31, 2005                                       
                                           (Unaudited)                                           


                                              ASSETS                               2005          

                                                                               -------------     
                                                                                                 
CURRENT ASSETS:                                                                                  
     Cash & cash equivalents                                                   $   1,053,851     
     Accounts Receivable, Net                                                          9,515     
     Inventory                                                                        85,173     
                                                                               -------------     
                  Total current assets                                             1,148,539     

PROPERTY AND EQUIPMENT, NET                                                          639,599     

DEPOSITS                                                                              41,024     
                                                                               -------------     
                Total Assets                                                   $   1,829,162     
                                                                               =============     

                              LIABILITIES AND STOCKHOLDERS' DEFICIT                              

CURRENT LIABILITIES:                                                                             
     Accounts payable and accrued expenses                                     $   5,083,831     
     Loan payable - officers                                                         193,653     
     Customer deposits                                                             1,173,225     
     Notes payable - officers                                                        836,618     
     Notes payable                                                                   281,620     
     Convertible notes payable-officers                                            1,500,000     
     Convertible notes payable-net of beneficial conversion feature                1,878,456     
                                                                                ------------     
                 Total current liabilities                                        10,947,403     

COMMITMENTS AND CONTINGENCIES                                                             --     

STOCKHOLDERS' DEFICIT                                                                            
     Series A convertible preferred stock, $0.00025 par value;                                   
       352,160 shares authorized, issued and outstanding                                  88     
     Common stock, $0.00025 par value; 10,000,000 shares authorized;                             
       7,013,757 shares issued and outstanding                                         1,752     
     Additional paid in capital                                                   38,240,688     
     Accumulated deficit                                                         (46,536,424)    
     Other comprehensive loss                                                       (824,345)    
                                                                               -------------     
                Total stockholders' deficit                                       (9,118,241)    

                                                                               -------------     
                                                                               $   1,829,162     
                                                                               =============     

The accompanying notes are an integral part of these unaudited consolidated financial statements.

                 4-2

DEF 14C
143rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 143rd
                                                                [Download Table]

                           SUTURA, INC. AND SUBSIDIARY                             
                      CONSOLIDATED STATEMENTS OF OPERATIONS                        
           FOR THE THREE MONTHS PERIODS ENDED MARCH 31, 2005 AND 2004              
                                   (Unaudited)                                     

                                                            2005           2004    
                                                        -----------    ----------- 

                                                                                   
NET SALES                                               $    28,395    $     4,823 

COST OF GOODS SOLD                                          361,091        104,456 

                                                        -----------    ----------- 
GROSS LOSS                                                 (332,696)       (99,633)
                                                        -----------    ----------- 

OPERATING EXPENSES:                                                                
Depreciation and amortization                                88,485        117,813 
Research and development                                     86,016         45,488 
General and administrative                                  495,272        331,887 
Sales and marketing                                         195,957         61,343 
                                                        -----------    ----------- 
       TOTAL OPERATING EXPENSES                             865,730        556,531 

                                                        -----------    ----------- 
OPERATING LOSS                                           (1,198,426)      (656,165)

OTHER INCOME (EXPENSE)                                                             
       Interest Income                                          274             -- 
       Interest Expense                                    (301,766)      (113,308)
       Beneficial conversion feature                       (696,718)            -- 
       Other Income (Expense)                              (106,460)       (56,896)
                                                        -----------    ----------- 
       Total other expense, net                          (1,104,670)      (170,204)
                                                        -----------    ----------- 
NET LOSS                                                 (2,303,096)      (826,369)

OTHER COMPREHENSIVE GAIN                                                           
       Translation adjustment                               130,689         67,856 
                                                        -----------    ----------- 

COMPREHENSIVE LOSS                                      $(2,172,407)   $  (758,513)
                                                        ===========    =========== 

BASIC AND DILUTED NET LOSS PER SHARE                    $     (0.33)   $     (0.12)
                                                        ===========    =========== 

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING     7,011,420      6,994,564 
                                                        ===========    =========== 

* Weighted average number of shares used to compute basic and diluted loss per     
share is the same since the effect of dilutive securities is anti-dilutive.        

         The accompanying notes are an integral part of these unaudited            
                       consolidated financial statements.                          

4-3 

DEF 14C
144th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 144th
                                                        [Enlarge/Download Table]
                                     SUTURA, INC. AND SUBSIDIARY                               
                                CONSOLIDATED STATEMENTS OF CASH FLOWS                          
                       FOR THE THREE MONTHS PERIODS ENDED MARCH 31, 2005 AND 2004              
                                             (Unaudited)                                       


                                                                        2005           2004    
                                                                    -----------    ----------- 
                                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:                                                          
        Net loss                                                    $(2,303,096)   $  (758,513)
        Adjustments to reconcile net loss to net cash used in                                  
           operating activities:                                                               
             Depreciation and amortization                               88,485        117,813 
             Beneficial conversion feature                              696,718             -- 
             Common shares issued for services                               --         60,900 
             (Increase) decrease in current assets:                                            
                         Accounts receivables                            (9,515)         8,937 
                         Inventory                                      (85,173)            -- 
                         Prepaid expenses                                 4,105         (3,311)
             Increase (decrease) in current liabilities:                                       
                         Accounts payable and accrued liabilities       480,063        164,213 
                         Accrued payroll                                 47,856        215,882 
                                                                    -----------    ----------- 
        Total Adjustments                                             1,222,539        564,434 
                                                                    -----------    ----------- 
             Net cash used for operating activities                  (1,080,557)      (194,079)
                                                                    -----------    ----------- 

CASH FLOWS FROM INVESTING ACTIVITIES                                                           
             Acquisition of property & equipment                        (89,336)        (2,688)
                                                                    -----------    ----------- 

CASH FLOWS FROM FINANCING ACTIVITIES:                                                          

                         Proceeds from exercise of warrants                  --            500 
                         Proceeds from private placements               100,015        142,000 
                         Proceeds from notes payable                  1,500,000         77,868 
                                                                    -----------    ----------- 
             Net cash provided by financing activities                1,600,015        220,368 
                                                                    -----------    ----------- 

NET INCREASE IN CASH & CASH EQUIVALENTS                                 430,122         23,601 

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                              623,729             -- 

                                                                    -----------    ----------- 
CASH & CASH EQUIVALENTS, ENDING BALANCE                             $ 1,053,851    $    23,601 
                                                                    ===========    =========== 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                              

        Interest paid                                               $        --    $        -- 
                                                                    ===========    =========== 
        Income taxes                                                $        --    $        -- 
                                                                    ===========    =========== 

         The accompanying notes are an integral part of these unaudited                        
                       consolidated financial statements.                                      

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------

1.      Summary of significant accounting policies:                             

The accompanying unaudited financial statements have been prepared in conformity
with accounting principles generally accepted in the United States. However,    
certain information and footnote disclosures normally included in financial     
statements prepared in accordance with accounting principles generally accepted 
in the United States have been omitted or condensed pursuant to the rules and   
regulations of the Securities and Exchange Commission ("SEC"). In the opinion of
management, all adjustments (consisting of normal recurring adjustments)        
necessary for a fair presentation have been included. The results of operations 
and cash flows for the three month period presented are not necessarily         
indicative of the results of operations for a full year. These financial        
statements should be read in conjunction with the Company's December 31, 2004   
audited financial statements and notes thereto included in the Company's Annual 
Report on Form 14-C.                                                            

PRINCIPALS OF CONSOLIDATION                                                     

The consolidated financial statements include the accounts of Sutura Inc. and   
its wholly owned subsidiaries - Sutura BV, Sutura SARL and Sutura GMBH. All     
significant intercompany accounts and transactions have been eliminated.        

 4-4

DEF 14C
145th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 145th
2.      Recent pronouncements:                                                  

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on   
Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its         
Application to Certain Investments." The EITF reached a consensus about the     
criteria that should be used to determine when an investment is considered      
impaired, whether that impairment is other-than-temporary, and the measurement  
of an impairment loss and how that criteria should be applied to investments    
accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES." EITF 03-01 also included accounting considerations          
subsequent to the recognition of other-than-temporary impairment and requires   
certain disclosures about unrealized losses that have not been recognized as    
other-than-temporary impairments. Additionally, EITF 03-01 includes new         
disclosure requirements for investments that are deemed to be temporarily       
impaired. In September 2004, the Financial Accounting Standards Board (FASB)    
delayed the accounting provisions of EITF 03-01; however, the disclosure        
requirements remain effective for annual reports ending after June 15, 2004. The
Company will evaluate the impact of EITF 03-01 once final guidance is issued.   

In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of         
Nonmonetary Assets." The Statement is an amendment of APB Opinion No. 29 to     
eliminate the exception for nonmonetary exchanges of similar productive assets  
and replaces it with a general exception for exchanges of nonmonetary assets    
that do not have commercial substance. The Company believes that the adoption of
this standard will have no material impact on its financial statements. In      
December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment, an
Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires    
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based compensation issued to employees. FAS   
No. 123R is effective beginning in the Company's second quarter of fiscal 2006. 
The Company is in process of evaluating the impact of this pronouncement on its 
financial statements.                                                           

STOCK BASED COMPENSATION.                                                       

The company accounts for the plan under the recognition and measurement         
principles of Accounting Principle Board (APB) Opinion No 25, ACCOUNTING FOR    
STOCK ISSUED TO EMPLOYEES, and related interpretations. Accordingly compensation
expense would be recorded on the date of grant of an option to an employee or   
member of the Board of Directors only if the market price of the underlying     
stock on the date of grant exceeds the exercise price.                          

The following table illustrates the effect on net income (loss) and net         
income(loss) per share if the compensation cost for the Company's stock option  
grants had been determined based on the fair value at the grant dates for awards
consistent with the fair value method of Statement of Financial Accounting      
Standards No. 123 "Accounting for Stock-Based Compensation. ("SFAS 123"):       

                                                       PERIOD ENDING
                                                      MARCH          MARCH
                                                       2005           2004
                                                      --------------------------
Net loss, as reported                                 ($2,303,096)   ($ 826,369)

Deduct: Total stock-based employee compensation         ($ 37,096)    ($ 65,673)
expense determined under fair-value based method                                
for all awards                                                                  

Pro forma net loss                                    ($2,349,192)   ($ 892,042)

Basic and diluted weighted average shares outstanding   7,011,420     6,994,564 

Basic and diluted as reported                              ($0.33)       ($0,12)

Basic and diluted pro forma                                ($0.34)       ($0,13)

NOTE 1    ACCOUNTS RECEIVABLE                                                   

The company maintains an allowance for uncollectible accounts receivable to     
estimate the risk of extending credit to customers and distributors. The        
allowance is estimated based on the customer or distributor's compliance with   
our credit terms, the financial condition of the customer or distributor and    
collection history where applicable. Additional allowances could be required if 
the financial condition of our customers or distributors were to be impaired    
beyond our estimates. The company has provided allowance for bad debts in       
amounts of $ 51,000 for the period ended March 31, 2005.                        

 4-5

DEF 14C
146th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 146th
NOTE 2    INVENTORIES                                                           

Inventories are stated at the lower of cost (first-in, first-out method) or     
market. Appropriate consideration is given to deterioration, obsolescence and   
other factors in evaluating net realizable value. With the start up of          
manufacturing of the new design SuperStitch the Company added back to inventory 
and valorized at original cost all usable components for its current            
manufacturing plans. At the same time it established a reserve of $ 100,000 for 
potential obsolescence as further improvements to the design are planned.       
Inventories are comprised of the following:                                     

                                                                     MARCH
                                                                      2005
                                                                     -----------
                                   Raw Materials/WIP                $  185,173
                                   Finished goods                   $        0
                                                                     -----------
                                   Total inventory                  $  185,173
                                    Reserve for obsolescence         $ (100,000)
                                                                     -----------
                                   Net inventory                    $   85,173
                                                                     ===========

NOTE 3  PROPERTY AND EQUIPMENT                                                  

Property & equipment consisted of the following:            
                                                                 MARCH
                                                                  2005
                                                                  ------------
             Computers                                           $   327,285
             Office furniture and fixtures                           571,724
             Machinery & equipment                                 2,368,638
                                                                  ------------
                                                                   3,267,647
              Less: Accumulated depreciation                       (2,628,048)
                                                                  ------------
                                                                 $   639,599
                                                                  ============

NOTE 4  ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                   

Accounts payable and accrued expenses consist of the following at               
                                                                   MARCH
                                                                    2005
                                                                  ------------
         Accounts payable - trade creditors                      $   450,547
         Accounts payable - legal and professional                   846,624
         Accrued expenses                                            137,205
         Accrued compensation                                      2,779,784
         Accrued interest payable                                    869,671
                                                                  ------------
                                                                 $ 5,083,831
                                                                  ============

NOTE 5 LOAN PAYABLE - OFFICERS                                                  

The Company has borrowed monies from two of its officers. The loans are payable 
on demand, interest free and are unsecured. The Company owes the officers the   
following amounts at:                                                           

                                                                 MARCH
                                                                  2005
                                                                  ------------
                                                                 $   128,160
                                                                      65,493
                                                                  ------------
                                                                 $   193,653
                                                                  ============

NOTE 6 CUSTOMER DEPOSITS                                                        

In 2002, the Company entered into an option and distribution agreement with a   
distributor. Under the agreement, the Company received $1,250,000 as an advance 
payment which will be applied against distributor's future purchases of         
products. No products were supplied for the period ended March 31, 2005.        
There is balance of $1,173,225 as of March 31, 2005.                            

 4-6

DEF 14C
147th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 147th
NOTE 7 NOTES PAYABLE                                                            

The Company has notes payable on March 31, 2005 as per follows:                 
                                                                     MARCH
                                                                    2005
                                                                   -----------
Note payable with interest at 8% per annum, due and                   
   demandable on October 31, 2005.                                $  175,000

Note payable with interest at 8% per annum, due and                   
   demandable on December 31, 2005.                                  106,620

                                                                   -----------
         Total notes payable                                      $  281,620
                                                                   ===========

Interest expense for the three month periods ended March 31, 2005 and March 31, 
2004 amounted to $5,632 and $ 8,977 respectively.                               

NOTE 8 NOTES PAYABLE - OFFICERS                                                 

Notes payable to officers consisted of the following:                           
                                                                 MARCH
                                                                  2005
                                                                   -----------
Note payable to officer payable on demand                                       
bearing interest rate of 8%, unsecured                              $  686,618  

Note payable to officer payable on demand                                       
bearing interest rate of 8%, unsecured                              $  150,000  
                                                                   -----------
                Total notes payable - officer                     $  836,618
                                                                   ===========

Interest expense for the three month periods ended March 31, 2005 and March 31, 
2004 amounted to $16,732 and $ 15,062 respectively.                             

NOTE 9 CONVERTIBLE NOTES PAYABLE - OFFICERS                                     

In September 2001, the company raised capital through issuance of $1,000,000    
unsecured 8% convertible notes payable to the officer. On June 25, 2002 the     
company issued a convertible note payable of $500,000 at the same terms to      
another officer increasing the total to $1,500,000. The notes shall be converted
into that number of shares of common stock of the company obtained by dividing  
the outstanding principal amount of these notes , included compound interest of 
$ 465,793, by the amount derived by dividing the Company's valuation on the date
of issuance of note by the number of shares of common stock and common stock    
equivalents outstanding on the effective date of conversion, determined on a    
fully diluted basis and without regard to whether the securities representing   
such common stock equivalents may then be exercised for or converted into shares
of common stock. The notes have conversion rights based on a company valuation  
of $35 million and if all converted will increase the number of outstanding     
shares by approximately 681,670. Interest expense for the three month periods   
ended March 31, 2005 and March 31, 2004 amounted to $38,797 and $ 30,000        
respectively.                                                                   

NOTE 10 COVERTIBLE NOTES PAYABLE                                                

In September of 2004, the company arranged a debt financing of $6,550,000 from  
Whitebox Advisors and related parties in exchange for the issuance of           
eighteen-month 12% convertible promissory notes and warrants. The performance of
the notes is secured by all of the assets of the company. The notes and warrants
have conversion rights based on a company valuation of $100 million and if all  
converted will increase the number of outstanding shares by approximately       
1,426,895. Interest expense for the quarter ended March 31, 2005 amounted to $  
196,500                                                                         

On March 4, 2005, the Company and Fusion Capital Fund II, LLC entered into an   
agreement pursuant to which the company borrowed $500,000 in exchange for the   
issuance of an unsecured convertible promissory note and warrants to purchase   
shares of common stock. The note bears interest at 8 % per annum and all        
outstanding amounts of principal and interest due there under are payable on    
March 4, 2006. The company has no right to prepay the amounts due under the     
promissory note. At its election, Fusion may convert, at any time, all or any   
portion of the outstanding amounts of principal and interest due under the note 
into shares of Company's common stock at a conversation price equal to the      
lesser of (i) a price per share (on a fully-diluted basis) based on a $125      
million valuation for the Company or (ii) in the event that Company's common    
stock is at the time of conversion traded or listed on an exchange or market,   
then the lesser of (a) a price per share (on a fully-diluted basis) based on a  
$125 million valuation for the Company, (b) the average closing trading prices  
for the ten consecutive trading days prior to the date of the note, (c) the     

4-7 

DEF 14C
148th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 148th
average closing sales prices for any successor's common stock for the ten       
consecutive trading days beginning on the trading day immediately after         
consummation of any acquisition of the Company by such successor company or an  
initial public offering of such successor company and (d) the average of the    
closing sale prices for the common stock for the ten consecutive trading days   
prior to the second trading day immediately prior to the commencement of        
purchases of common stock of the successor company by Fusion pursuant to any    
stock purchase agreement between Fusion and such successor company.             

As part of the issuance of the note to Fusion, the company also issued to Fusion
a warrant to purchase that same number of shares that are determined to be      
issuable upon the full conversion of the note issued to Fusion. The exercise    
price for such shares under the warrant shall be at an amount equal to the      
conversion price determined for the note in accordance with the formula         
described above. Fusion may exercise its right to purchase the warrant shares   
until March 4, 2010.                                                            

If all of the Fusion notes are converted and all of the Fusion warrants         
exercised as of March 31, 2005, the outstanding number of shares of the company 
would have increased by approximately 121,000.                                  
Interest expense for the quarter ended March 31, 2005 amounted to $2,889        

On March 24, 2005, the company entered into an agreement with Pandora Select    
Partners, L.P., Whitebox Hedged High Yield Partners, L.P., and Whitebox         
Intermarket Partners, L.P., pursuant to which the company borrowed an aggregate 
amount of $3,000,000.00 from such investors in exchange for the issuance of     
secured convertible promissory notes and warrants to purchase shares of common  
stock of the company. The notes bear interest at the annual rate of 8 %. The    
Company is required to make aggregate quarterly interest payments on these notes
on the last day of each of June, September and December 2005 and each of March, 
June and September 2006. Unless converted on September 30, 2006, the entire     
outstanding principal balance shall be due in a lump sum payment together with  
all then accrued, but unpaid interest. Each note holder may elect to convert its
respective note into shares of common stock of the company at any time while any
portion of the principal or interest is outstanding by providing written notice 
to the company. Pursuant to the agreement, an initial $1,000,000 was immediately
funded to the company on March 24, 2005. The remaining $2,000,000 of the        
financing and the warrants attributable thereto, were being held in an escrow   
account and were released upon a performance by the company of certain milestone
objectives on May 16 2005. Additionally, as part of the transaction, the        
Whitebox parties to this financing were granted an option right to purchase up  
to an additional $2,000,000 of notes and $500,000 worth of warrants, which right
is exercisable until the later of 180 days following the closing date of the    
initial funding of this transaction, or 120 days following the effective date of
the proposed merger with TVGR.                                                  

As part of this second Whitebox financing transaction, the total number of      
warrant shares issuable to the note holders in the aggregate is determined by   
dividing $750,000 by the conversion rate determined using the same conversion   
rate formula used above for the convertible promissory notes in this            
transaction. If all of the Whitebox 2 notes were converted and all of the       
Whitebox 2 warrants exercised, then as of March 31, 2005, the outstanding number
of shares of the company would have increased by approximately 300,000          
Interest expense for the quarter ended March 31, 2005 amounted to $ 8,000       

Beneficial conversion feature.                                                  
The beneficial conversion feature of these notes and warrants, assuming a worst 
case scenario, amount to $6,550,000, $500,000 and $ 447,950 respectively which  
the company will have to amortize over term of the loans. In the quarter ended  
March 2005 $ 696,718 was expensed.                                              

Summary of convertible notes payable at:                                        
                                                                   MARCH
                                                                    2005
                                                                   -------------
Whitebox 1                                                         $  6,550,000 
Fusion Capital                                                          500,000 
Whitebox 2                                                            1,000,000 
                                                                   -------------
                                                                     8,050,000
Beneficial conversion feature                                        (6,171,546)
                                                                   -------------
                                                                  $  1,878,454
                                                                   =============
NOTE 11 FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS                           

SFAS 130 requires unrealized gains and losses on the Company's available for    
sale securities, currency translation adjustments, and minimum pension          
liability, which prior to adoption were reported separately in stockholders'    
equity, to be included in other comprehensive income                            

During the three months period ended March 31, 2005 and 2004, comprehensive     
income included net translation gain of $130,689 and $ 67,856, respectively.    
Other comprehensive loss, as presented on the accompanying consolidated balance 
sheet in the stockholders' equity section amounted to $ 824,345 as of March 31, 
2005.                                                                           

 4-8

DEF 14C
149th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 149th
NOTE 12 SHAREHOLDERS EQUITY                                                     

On February 10 the Company sold 5129 shares in a private placement at $19.50 per
share for net proceeds of $100,016.                                             

NOTE 13 GOING CONCERN                                                           

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern. This basis of accounting contemplates 
the recovery of the Company's assets and the satisfaction of its liabilities in 
the normal course of business. Through March 31, 2005, the Company had          
incurred cumulative losses of $47,360,764 (including comprehensive loss of $    
824,345) and net losses of $2,172,408 (including $ 130,689 of comprehensive     
gain) for the three months period ended March 31, 2005.                         

In view of the matters described, recoverability of a major portion of the      
recorded asset amounts shown in the accompanying balance sheet is dependent upon
continued operations of the Company, which in turn is dependent upon the        
Company's ability to raise additional capital, obtain financing and to succeed  
in its future operations. The financial statements do not include any           
adjustments relating to the recoverability and classification of recorded asset 
amounts or amounts and classification of liabilities that might be necessary    
should the Company be unable to continue as a going concern.                    

Management has taken the following steps to revise its operating and financial  
requirements, which it believes are sufficient to provide the Company with the  
ability to continue as a going concern. Management devoted considerable effort  
during the period ended March 31, 2005, towards (i) obtaining additional        
equity financing (ii) controlling of salaries and general and administrative    
expenses and management of accounts payable.                                    

NOTE 14 LEGAL PROCEEDINGS                                                       

On February 16, 2005, Milleniun Holding Group, Inc. filed a complaint against   
Sutura alleging, among other things, that Sutura conspired with Fusion Capital, 
to breach the implied covenant of good faith and fair dealing in connection with
the compnay's termination of the merger agreement with Millenium. The company   
believes the claims referenced by Millenium in its complaint are without merit  
and intends to vigorously defend itself against all such allegations.           

In January, the company and its CEO, Mr. Nobles, were named as defendants in a  
third party complaint by Camden Holding, Inc. In its complaint, Camden alleged  
that the company and Mr. Nobles conspired to interfere and intentionally        
interfered with Camden's contractual relationship with Millenium. These         
allegations arise out of a current dispute between Camden and Millenium         
concerning Millenium's termination of its relationship with Camden. Millenium   
and it s CEO, Mr. Richard Ham, are also named as defendants. Sutura believes    
that the claims made against it and Mr. Nobles are without merit and intends to 
vigorously defend itself and Mr. Nobles against such allegations.               

NOTE 15 SUBSEQUENT EVENTS                                                       

Pursuant to the March 24, 2005 agreements with the Whitebox parties, an initial 
$1,000,000 of the $3,000,000 was immediately funded to the company on March 24, 
2005. The remaining $2,000,000 of the financing and the warrants attributable   
thereto, were being held in an escrow account and were released upon a          
performance by the company of certain milestone objectives on May 16 2005.      

In April, in exchange for a reduction in hourly rates, the company entered into 
a fee retainer agreement with Babcock & Associates, its outside corporate legal 
counsel. Pursuant to the retainer agreement, the company receives up to 75 hours
of professional legal services each month in exchange for a nonrefundable       
monthly retainer in the amount of $19,000. If the hours of legal services       
provided in any month exceed 75, then the hourly rate for such additional       
services is $300. The retainer agreement may be terminated at any time by either
party.                                                                          

In June, the Board of Directors of Sutura received a correspondence from an     
attorney on behalf of certain minority shareholders of Sutura demanding that the
board commence litigation proceedings against Messrs. Nobles and Ratering based 
upon various alleged improper actions. The correspondence indicated that if the 
board failed to take the demanded action, then the minority shareholders would  
proceed with a derivative action against Messrs. Nobels and Ratering on behalf  
of Sutura, as well as seek to enjoin the Merger and seek for an accounting and  
dissolution of Sutura. A Special Committee of the board was appointed to review 
the allegations made by the minority shareholders. After review and             
investigation of the various allegations, the Special Committee has determined  
that the allegations are not substantiated by the facts and are without merit.  
Accordingly, the Special Committee has recommended to the board that the demand 
by the minority shareholders be rejected.                                       

 4-9

DEF 14C
150th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 150th
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                         

To the Board of Directors and Stockholders                                      
Sutura Inc. and subsidiaries                                                    

We have audited the accompanying consolidated balance sheet of Sutura Inc. and  
subsidiaries as of December 31, 2004 and the related consolidated statements of 
operations, stockholders' deficit, and cash flows for the years ended December  
31, 2004 and 2003. These consolidated financial statements are the              
responsibility of the Company's management. Our responsibility is to express an 
opinion on these consolidated financial statements based on our audits.         

We conducted our audits of these statements in accordance with the standards of 
the Public Company Accounting Oversight Board (United States). Those standards  
require that we plan and perform the audit to obtain reasonable assurance about 
whether the financial statements are free of material misstatement. An audit    
includes examining, on a test basis, evidence supporting the amounts and        
disclosures in the financial statements. An audit also includes assessing the   
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our 
audits provide a reasonable basis for our opinion.                              

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the consolidated financial position of Sutura 
Inc.and subsidiaries as of December 31, 2004, and the results of its            
consolidated operations and its cash flows for the years ended December 31, 2004
and 2003 in conformity with accounting principles generally accepted in the     
United States of America.                                                       

The Company's financial statements are prepared using the generally accepted    
accounting principles applicable to a going concern, which contemplates the     
realization of assets and liquidation of liabilities in the normal course of    
business. Through December 31, 2004, the Company had incurred cumulative losses 
of $45,138,362 (including comprehensive loss of $955,034) and net losses of     
$5,672,405 (including $211,040 of comprehensive loss) and $6,070,406 (including 
$ 445,636 of comprehensive loss) for the fiscal years 2004 and 2003,            
respectively. These factors as discussed in Note 16 to the consolidated         
financial statements, raises substantial doubt about the Company's ability to   
continue as a going concern. Management's plans in regard to these matters are  
also described in Note 16. The consolidated financial statements do not include 
any adjustments that might result from the outcome of this uncertainty.         

/s/ KABANI & COMPANY, INC.                                                      

CERTIFIED PUBLIC ACCOUNTANTS                                                    
Huntington Beach, California                                                    
March 25, 2005                                                                  

4-10

DEF 14C
151st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 151st
                                                                [Download Table]

                          SUTURA, INC. AND SUBSIDIARIES                             
                           CONSOLIDATED BALANCE SHEET                               
                                DECEMBER 31, 2004                                   

                                     ASSETS                                         
                                     ------                                         
                                                                                    
CURRENT ASSETS:                                                                     
     Cash and cash equivalents                                              623,729 
     Prepaid expenses                                                         9,840 
                                                                       -------------
          Total current assets                                              633,569 

PROPERTY AND EQUIPMENT, net                                                 638,766 

DEPOSITS                                                                     35,290 
                                                                       -------------
                                                                       $  1,307,624 
                                                                       =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT                         
                      -------------------------------------                         

CURRENT LIABILITIES:                                                                
     Accounts payable and accrued expenses                             $  4,670,991 
     Loan payable - officer                                                 204,727 
     Customer deposits                                                    1,173,225 
     Notes payable - officer                                                836,618 
     Notes payable                                                          286,172 
     Convertible notes payable - officer                                  1,500,000 
     Convertible notes payable - net of beneficial conversion feature       545,388 
                                                                       -------------
          Total current liabilities                                       9,217,121 

COMMITMENTS AND CONTINGENCIES                                                       

STOCKHOLDERS' DEFICIT                                                               
     Series A convertible preferred stock, $0.00025 par value;                      
        352,160 shares authorized, issued and outstanding                        88 
     Common stock, $0.00025 par value; 10,000,000 shares authorized;                
        7,008,628 shares issued and outstanding                               1,752 
     Additional paid in capital                                          37,277,025 
     Accumulated deficit                                                (44,233,328)
     Other comprehensive loss                                              (955,034)
                                                                       -------------
          Total stockholders' deficit                                    (7,909,497)
                                                                       -------------
                                                                       $  1,307,624 
                                                                       =============

The accompanying notes are an integral part of these consolidated financial         
statements.                                                                         


4-11

DEF 14C
152nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 152nd
                                                                [Download Table]

                           SUTURA, INC. AND SUBSIDIARY                             
                      CONSOLIDATED STATEMENTS OF OPERATIONS                        
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003                    

                                                            2004           2003    
                                                        ------------   ------------
                                                                                   
NET SALES                                               $    28,581    $   197,941 

COST OF GOODS SOLD                                          549,128        649,063 
                                                        ------------   ------------
GROSS LOSS                                                 (520,547)      (451,122)
                                                        ------------   ------------

OPERATING EXPENSES:                                                                
Depreciation and amortization                               336,179      1,025,135 
Research and development                                    195,867        463,890 
General and administrative                                3,342,071      3,086,202 
Sales and marketing                                         672,370        424,510 
                                                        ------------   ------------
       Total operating expenses                           4,496,488      4,999,737 

                                                        ------------   ------------
OPERATING LOSS                                           (5,017,035)    (5,450,859)

OTHER INCOME (EXPENSE)                                                             
       Interest Income                                        1,827             -- 
       Interest Expense                                    (656,085)      (504,444)
       Beneficial conversion feature                       (545,388)       (98,277)
       Gain on settlement of debt                           638,013             -- 
       Other Expense                                        167,303        428,810 
                                                        ------------   ------------
       Total other income (expense), net                   (394,330)      (173,911)
                                                        ------------   ------------
NET LOSS                                                 (5,461,366)    (5,624,770)

OTHER COMPREHENSIVE LOSS                                                           
       Translation adjustment                              (211,040)      (445,636)

                                                        ------------   ------------
COMPREHENSIVE LOSS                                      $(5,672,405)    (6,070,406)
                                                        ============   ============

BASIC AND DILUTED NET LOSS PER SHARE                    $     (0,78)         (0,81)
                                                        ============   ============

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING     6,976,330      6,952,874 
                                                        ============   ============

* Weighted average number of shares used to compute basic and diluted loss per     
share is the same since the effect of dilutive securities is anti-dilutive.        

The accompanying notes are an integral part of these consolidated financial        
statements.                                                                        

4-12

DEF 14C
153rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 153rd
                                                        [Enlarge/Download Table]

                                                    SUTURA, INC. AND SUBSIDIARIES                                             
                                           CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT                                    
                                           FOR THE YEARS ENDED DECEMBER 31,2003 AND 2004                                      

                                                              SERIES A                                                        
                                                            CONVERTIBLE                                           ADDITIONAL  
                                                           PREFERRED STOCK                COMMON STOCK             PAID-IN    
                                                        SHARES        AMOUNT         SHARES          AMOUNT        CAPITAL    
                                                    -------------  -------------  -------------   -------------  -------------

                                                                                                                              
BALANCE, JANUARY 1, 2003                                 352,160   $         88      6,893,449    $      1,724   $ 26,876,463 
Stock options exercised:                                      --             --             --              --             -- 
Warrants issued during the year                               --             --             --              --   $    554,388 
Shares repurchased Namco                                      --             --        (15,000)   $         (4)  $   (121,796)
Shares issued to Merlin Capital Venture                       --             --        100,000    $         25   $    811,975 
Shares issued for consulting                                  --             --          7,500    $          2   $     60,898 
Compensation expenses stock-options non employees             --             --             --              --   $    307,257 
Compensation expenses stock-options employees                 --             --             --              --   $          0 
Foreign translation adjustment                                --             --             --              --             -- 
Net loss                                                      --             --             --              --             -- 
BALANCE, DECEMBER 31, 2003                               352,160   $         88      6,985,949    $      1,747   $ 28,489,185 
BALANCE, JANUARY 1ST, 2004                                                                                                    
Warrants exercised                                            --             --         50,000    $         13   $        487 
Private placement of common stock                             --             --         56,631    $         13   $  1,285,181 
Shares issued for consulting                                  --             --          7,500    $          2   $     60,898 
Compensation expenses warrants non employees                  --             --             --              --   $    622,811 
Compensation expenses options employees                       --             --             --              --   $    793,440 
Buy back of stock                                             --             --        (91,452)   $         23   $   (524,977)
Beneficial conversion feature                                 --             --             --              --   $  6,550,000 

Foreign translation adjustment                                --             --             --              --             -- 
Net loss                                                      --             --             --              --             -- 

BALANCE, DEC 31, 2004                                    352,160   $         88      7,008,628    $      1,752   $ 37,277,025 

                                                                                                                   (CONTINUED)
                                                        [Enlarge/Download Table]

                                                                       OTHER           DEFICIT          TOTAL    
                                                                    COMPREHENSIVE    ACCUMULATED    STOCKHOLDERS 
                                                      DEFERRED         INCOME          DURING          EQUITY    
                                                    COMPENSATION       (LOSS)        DEVELOPMENT      (DEFICIT)  
                                                    -------------   -------------   -------------   -------------

                                                                                                                 
BALANCE, JANUARY 1, 2003                            $ (1,073,658)   $   (298,358)   $(33,147,191)   $ (7,640,932)
Stock options exercised:                                      --              --              --    $          0 
Warrants issued during the year                     $          0              --              --    $    554,388 
Shares repurchased Namco                                      --              --              --    $   (121,800)
Shares issued to Merlin Capital Venture                       --              --              --    $    812,000 
Shares issued for consulting                                  --              --              --    $     60,900 
Compensation expenses stock-options non employees   $    505,218              --              --    $    812,475 
Compensation expenses stock-options employees       $    568,440              --              --    $    568,440 
Foreign translation adjustment                                --        (445,636)             --        (445,636)
Net loss                                                      --              --    $ (5,624,770)   $ (5,624,770)
BALANCE, DECEMBER 31, 2003                          $          0    $   (743,994)   $(38,771,962)   $(11,024,936)
BALANCE, JANUARY 1ST, 2004                                                                                       
Warrants exercised                                            --              --              --    $        500 
Private placement of common stock                             --              --              --    $  1,285,194 
Shares issued for consulting                                  --              --              --    $     60,900 
Compensation expenses warrants non employees                  --              --              --    $    622,811 
Compensation expenses options employees                       --              --              --    $    793,440 
Buy back of stock                                             --              --              --    $   (525,000)
Beneficial conversion feature                                 --              --              --    $  6,550,000 

Foreign translation adjustment                                --        (211,040)             --        (211,040)
Net loss                                                      --              --    $ (5,461,366)   $ (5,461,366)

BALANCE, DEC 31, 2004                               $          0    $   (955,034)   $(44,233,328)   $ (7,909,497)

                      The accompanying notes are an integral part of these consolidated financial statements.    

                                        4-13

DEF 14C
154th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 154th
                                                        [Enlarge/Download Table]

                                   SUTURA, INC. AND SUBSIDIARY                                       
                              CONSOLIDATED STATEMENTS OF CASH FLOWS                                  
                         FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003                              


                                                                              2004           2,003   
                                                                          ------------   ------------
                                                                                                     
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                
        Net loss                                                          $(5,461,366)    (5,624,770)
        Adjustments to reconcile net loss to net cash used in                                        
           operating activities:                                                                     
             Depreciation and amortization                                    284,636      1,025,135 
             Beneficial conversion feature                                    545,388         98,277 
             Common shares issued for services                                 60,900        690,200 
             Stock based compensation expenses- employees                     793,440        596,640 
             Stock based compensation expenses-  non employees                622,811        873,375 
             Bad debt expense                                                  51,000          6,894 
             (Increase) decrease in current assets:                                                  
                         Accounts receivables                                 (33,969)       116,646 
                         Employee Advances                                         --         (4,800)
                         Inventory                                                 --             -- 
                         Prepaid expenses                                     (10,876)         1,402 
             Increase (decrease) in current liabilities:                                             
                         Accounts payable and accrued liabilities            (810,681)       605,383 
                         Accrued payroll                                      330,050      1,240,193 
                         Customer deposits                                          0        (35,875)
                                                                          ------------   ------------
        Total Adjustments                                                   1,832,700      5,213,470 
                                                                          ------------   ------------
             Net cash used for operating activities                        (3,628,665)      (411,300)
                                                                          ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES                                                                 
             Disposition of property & equipment                               32,171         25,488 
                                                                          ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:                                                                

                         Proceeds from exercise of warrants                       500             -- 
                         Proceeds from private placements and warrants      1,285,206             -- 
                         Proceeds from notes payable                        6,459,517        382,268 
                         Buy back of stock                                   (525,000)            -- 
                         Pay off notes payables                            (3,000,000)            -- 
                                                                          ------------   ------------
             Net cash provided by financing activities                      4,220,223        382,268 
                                                                          ------------   ------------

NET INCREASE(DECREASE) IN CASH & CASH EQUIVALENTS                             623,729         (3,544)

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                          0          3.544 

                                                                          ------------   ------------
CASH & CASH EQUIVALENTS, ENDING BALANCE                                   $   623,729    $        -- 
                                                                          ============   ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                    

        Interest paid                                                     $   255,637    $        -- 
                                                                          ============   ============
        Income taxes                                                      $        --    $        -- 
                                                                          ============   ============

      The accompanying notes are an integral part of these consolidated financial statements.        

                    4-14

DEF 14C
155th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 155th
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

NOTE 1   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Sutura Inc. was incorporated in Delaware in 1996 under the name NR Medical,     
Inc., and changed its name to Sutura, Inc. in July 1998, Sutura's headquarters  
are located at 17080 Newhope Street, Fountain Valley, California 92708.         

Sutura meets the definition of a "Small Business Issuer" as such term is defined
in Item 10(a) of Regulation S-B under the Securities Exchange Act of 1934, as   
amended. Sutura currently has 28 employees and maintains its headquarters in    
Fountain Valley, California, in a 20,000 square foot facility. This facility is 
a QSR (Food and Drug Administration - Quality Systems Regulations) and ISO      
(International Standards Organization) certified freestanding facility with     
2,000 square feet of cleanroom space and an additional 3,200 square feet        
convertible to cleanroom, if required. Sales offices (with warehouse space) of  
approximately 1,000 square feet each are leased in Eindhoven, the Netherlands   
and La Gaude, France to support sales and marketing efforts in Europe.          

Sutura(R), Inc. is a medical device company that has developed a line of        
innovative, minimally invasive vessel closure devices to suture the puncture    
created in the femoral artery during catheter-based procedures performed        
primarily in the fields of cardiology and radiology, such as angioplasty,       
stenting, artherectomy and diagnostic angiography. Sutura's objective is to     
become the leader in medical devices for arterial vessel closure.               

BASIS OF PRESENTATION                                                           

PRINCIPALS OF CONSOLIDATION                                                     

The consolidated financial statements include the accounts of Sutura Inc. and   
its wholly owned subsidiaries - Sutura BV, Sutura SARL and Sutura GMBH. All     
significant intercompany accounts and transactions have been eliminated.        

USE OF ESTIMATES                                                                

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates   
and assumptions that affect the amounts reported in the combined financial      
statements and disclosures made in the accompanying notes. Actual results could 
differ from those estimates.                                                    

CASH AND CASH EQUIVALENTS                                                       

The Company considers all liquid investments with a maturity of three months or 
less from the date of purchase that are readily convertible into cash to be cash
equivalents. The Company maintains its cash in bank deposit accounts that may   
exceed federally insured limits. The company has not experienced any losses in  
such accounts.                                                                  

PROPERTY & EQUIPMENT                                                            

Property and equipment are stated at cost. Expenditures for maintenance and     
repairs are charged to earnings as incurred; additions, renewals and betterments
are capitalized. When property and equipment are retired or otherwise disposed  
of, the related cost and accumulated depreciation are removed from the          
respective accounts, and any gain or loss is included in operations.            
Depreciation is computed using various methods over the estimated useful lives  
of the assets, ranging from three to seven years.                               

4-15

DEF 14C
156th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 156th
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

Depreciation is computed using accelerated methods based on the estimated useful
lives of the assets, generally as follows:                                      

      Computer software                                    3 years
      Office furniture and fixtures                      5-7 years
      Equipment                                            5 years

FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS                                   

SFAS 130 requires unrealized gains and losses on the Company's available for    
sale securities, currency translation adjustments, and minimum pension          
liability, which prior to adoption were reported separately in stockholders'    
equity, to be included in other comprehensive income                            

During the year ended December 31,2004 and 2003, comprehensive income included  
net translation loss of $211,040 and $445,636, respectively. Other comprehensive
loss, as presented on the accompanying consolidated balance sheet in the        
stockholders' equity section amounted to $955,034 as of December 31, 2004.      

REVENUE RECOGNITION                                                             

Revenue from sales of our products is recognized under the provisions of SAB    
104, which is generally when products are shipped, title has transferred and    
risk of loss has passed to the buyer and collectibility is assured. In the      
United States, Germany and France, Sutura sells its products directly to        
hospitals and clinics. Revenue is recognized upon shipment of products to       
customers, net of returns. In all other international markets, Sutura sells it  
products to international distributors, who subsequently resell the products to 
hospitals and clinics. Sutura has agreements with each of its distributors which
provide that title and risk of loss pass to the distributor upon shipment of the
products to the distributor.                                                    

ACCOUNTS RECEIVABLE                                                             

The company maintains an allowance for uncollectible accounts receivable to     
estimate the risk of extending credit to customers and distributors. The        
allowance is estimated based on the customer or distributor's compliance with   
our credit terms, the financial condition of the customer or distributor and    
collection history where applicable. Additional allowances could be required if 
the financial condition of our customers or distributors were to be impaired    
beyond our estimates.                                                           

The company has provided allowance for bad debts in amounts of $51,000 and      
$6,894 for the years ended December 31, 2004 and 2003 respectively.             

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF:        

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived     
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes SFAS No. 121,        
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting provisions of APB Opinion No. 
30, "Reporting the Results of Operations for a Disposal of a Segment of a       
Business." The Company periodically evaluates the carrying value of long-lived  
assets to be held and used in accordance with SFAS 144. SFAS 144 requires       
impairment losses to be recorded on long-lived assets used in operations when   
indicators of impairment are present and the undiscounted cash flows estimated  
to be generated by those assets are less than the assets' carrying amounts. In  
that event, a loss is recognized based on the amount by which the carrying      
amount exceeds the fair market value of the long-lived assets. Loss on          
long-lived assets to be disposed of is determined in a similar manner, except   
that fair market values are reduced for the cost of disposal.                   

4-16

DEF 14C
157th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 157th
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

INCOME TAXES                                                                    

The Company accounts for income taxes under Statement of Financial Accounting   
Standards No. 109 (SFAS 109). Under SFAS 109, deferred income taxes are reported
using the liability method. Deferred tax assets are recognized for deductible   
temporary differences and deferred tax liabilities are recognized for taxable   
temporary differences. Temporary differences are the differences between the    
reported amounts of assets and liabilities and their tax bases. Deferred tax    
assets are reduced by a valuation allowance when, in the opinion of management, 
it is more likely than not that some portion or all of the deferred tax assets  
will not be realized. Deferred tax assets and liabilities are adjusted for the  
effects of changes in tax laws and rates on the date of enactment.              

RESEARCH AND DEVELOPMENT COSTS                                                  

All research and development costs are charged to operations as incurred.       

FAIR VALUE OF FINANCIAL INSTRUMENTS                                             

Statement of financial accounting standard No. 107, Disclosures about fair value
of financial instruments, requires that the Company disclose estimated fair     
values of financial instruments. The carrying amounts reported in the statements
of financial position for current assets and current liabilities qualifying, as 
financial instruments are a reasonable estimate of fair value.                  

EARNINGS PER SHARE                                                              

Net loss per share is calculated in accordance with the Statement of financial  
accounting standards No. 128 (SFAS No. 128), "Earnings per share". Basic net    
loss per share is based upon the weighted average number of common shares       
outstanding. Diluted net loss per share is based on the assumption that all     
dilutive convertible shares and stock options were converted or exercised.      
Dilution is computed by applying the treasury stock method. Under this method,  
options and warrants are assumed to be exercised at the beginning of the period 
(or at the time of issuance, if later), and as if funds obtained thereby were   
used to purchase common stock at the average market price during the period.    

Weighted average number of shares used to compute basic and diluted loss per    
share is the same in these financial statements since the effect of dilutive    
securities is anti-dilutive.                                                    

STOCK-BASED COMPENSATION                                                        

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based      
Compensation". SFAS No. 123 prescribes accounting and reporting standards for   
all stock-based compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123
requires compensation expense to be recorded (i) using the new fair value method
or (ii) using the existing accounting rules prescribed by Accounting Principles 
Board Opinion No. 25, "Accounting for stock issued to employees" (APB 25) and   
related interpretations with pro forma disclosure of what net income and        
earnings per share would have been had the Company adopted the new fair value   
method. The company uses the intrinsic value method prescribed by APB25 and has 
opted for the disclosure provisions of SFAS No.123.                             

4-17

DEF 14C
158th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 158th
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

ISSUANCE OF SHARES FOR SERVICE                                                  

The Company accounts for the issuance of equity instruments to acquire goods and
services based on the fair value of the goods and services or the fair value of 
the equity instrument at the time of issuance, whichever is more reliably       
measurable.                                                                     

ACCOUNTS PAYABLE & ACCRUED EXPENSES                                             

Accounts payable and accrued expenses consist of the following at December 31,  
2004:                                                                           

Accounts payable - trade creditors          $   380,751   
Accounts payable - legal and professional   $   644,241   
Accrued expenses                                345,170   
Accrued compensation                          2,731,927   
Accrued interest payable                        568,902   
                                         -------------
                                        $  4,670,991
                                         =============

SEGMENT REPORTING                                                               

Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure   
About Segments of an Enterprise and Related Information" requires use of the    
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating decisions and assessing performance. Reportable segments   
are based on products and services, geography, legal structure, management      
structure, or any other manner in which management disaggregates a company.     
Currently, SFAS 131 has no effect on the Company's financial statements as      
substantially all of the Company's operations are conducted in one industry     
segment.                                                                        

CURRENT ACCOUNTING PRONOUNCEMENTS:                                              

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires 
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based compensation issued to employees. FAS   
No. 123R is effective beginning in the Company's second quarter of fiscal 2006. 
The Company believes that the adoption of this standard will have no material   
impact on its financial statements.                                             

In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of         
Nonmonetary Assets." The Statement is an amendment of APB Opinion No. 29 to     
eliminate the exception for nonmonetary exchanges of similar productive assets  
and replaces it with a general exception for exchanges of nonmonetary assets    
that do not have commercial substance. The Company believes that the adoption of
this standard will have no material impact on its financial statements.         

4-18

DEF 14C
159th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 159th
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on   
Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its         
Application to Certain Investments." The EITF reached a consensus about the     
criteria that should be used to determine when an investment is considered      
impaired, whether that impairment is other-than-temporary, and the measurement  
of an impairment loss and how that criteria should be applied to investments    
accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES." EITF 03-01 also included accounting considerations          
subsequent to the recognition of an other-than-temporary impairment and requires
certain disclosures about unrealized losses that have not been recognized as    
other-than-temporary impairments. Additionally, EITF 03-01 includes new         
disclosure requirements for investments that are deemed to be temporarily       
impaired. In September 2004, the Financial Accounting Standards Board (FASB)    
delayed the accounting provisions of EITF 03-01; however the disclosure         
requirements remain effective for annual reports ending after June 15, 2004. The
Company will evaluate the impact of EITF 03-01 once final guidance is issued.   

In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based      
Compensation-Transition and Disclosure". SFAS No. 148 amends SFAS No. 123,      
"Accounting for Stock Based Compensation", to provide alternative methods of    
transition for a voluntary change to the fair value based method of accounting  
for stock-based employee compensation. In addition, this Statement amends the   
disclosure requirements of Statement 123 to require prominent disclosures in    
both annual and interim financial statements about the method of accounting for 
stock-based employee compensation and the effect of the method used, on reported
results. The Statement is effective for the Companies' interim reporting period 
ending January 31, 2003.                                                        

In compliance with FAS No. 148, the Company has elected to continue to follow   
the intrinsic value method in accounting for its stock-based employee           
compensation plan as defined by APB No. 25 and has made the applicable          
disclosures below.                                                              

Had the Company determined employee stock based compensation cost based on a    
fair value model at the grant date for its stock options under SFAS 123, the    
Company's net earnings per share would have been adjusted to the pro forma      
amounts for the year ended December 31, 2004 and 2003, as follows ($ in         
thousands, except per share amounts). :                                         

                                                      Year ended December 31

                                                         2004           2003
                                                       -----------   -----------
     Net loss - as reported                            $   (5,461)   $   (5,625)
Total stock-based employee                                            
compensation expense determined                                   
under fair-value-based method for all                             
       rewards, net of tax                                   (177)         (253)
                                                       -----------   -----------
     Pro forma net loss                                $   (5,638)   $   (5,878)
                                                       ===========   ===========

Earnings (loss) per share:                                            

     Basic and diluted, as reported                    $    (0.78)   $    (0.81)
     Basic and diluted, as pro-forma                   $    (0.81)   $    (0.85)

          4-19

DEF 14C
160th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 160th
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

NOTE 2 EQUIPMENT                                                                

 Equipment consisted of the following as of December 31, 2004:

                                        December 31,
                                        2004
                                        ------------
Computers                              $   325,197
Office furniture and fixtures              570,978
Machinery & equipment                    2,282,136
                                        ------------
                                         3,178,311
 Less: Accumulated depreciation          (2,539,545)
                                        ------------
                                       $   638,766
                                        ============

NOTE 3 CUSTOMER DEPOSITS                                                        

In 2002, the Company entered into option and distribution agreement with a      
distributor. Under the agreement, the Company received $1,250,000 as an advance 
payment which will be applied against distributor's future purchases of         
products. No products were supplied for the period ended December 31, 2004.     
There is balance of $1,173,225 as of December 31, 2004.                         

NOTE 4 LOAN PAYABLE - OFFICERS                                                  

The Company has loaned monies from two of its officers. The loans are payable on
demand, interest free and are unsecured. The Company owes the officers an amount
of $204,727 as of December 31, 2004.                                            

NOTE 5 NOTES PAYABLE - OFFICERS                                                 

Notes payable to officers consisted of the following :                          

                                                Dec 31, 2004

Note payable to officer payable on demand                                       
bearing interest rate of 8%, unsecured                    $    686,618          

Note payable to officer payable on demand                                       
bearing interest rate of 8%, unsecured                    $    150,000          
                                                 -------------
        Total notes payable - officer           $    836,618
                                                 =============

Interest expense for the year ended December 31, 2004 and 2003 amounted to      
$64,742 and $48,061 respectively.                                               

4-20

DEF 14C
161st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 161st
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

NOTE 6 NOTES PAYABLE                                                            

The Company has notes payable on December 31, 2004 as per follows:              

Notes payable with interest at 8% per annum, due and                  
    demandable on October 31, 2005.                               $    175,000

Note payable with interest at 8% per annum, due and                   
    demandable on December 31, 2005.                                   111,172

                                                                   -------------
          Total notes payable                                     $    286,172
                                                                   =============

Interest expense for the year ended December 31, 2004 and 2003 amounted to      
$29,517 and $22,994 respectively.                                               

NOTE 7 CONVERTIBLE NOTES PAYABLE - OFFICERS                                     

In September 2001, the company raised capital through issuance of $1,000,000    
unsecured 8% convertible notes payable to the officer. On June 25, 2002 the     
company issued a convertible note payable of $500,000 at the same terms to      
another officer increasing the total to $1,500,000. The note shall be converted 
into that number of shares of common stock of the company obtained by dividing  
the outstanding principal amount of this note by the amount derived by dividing 
the Company's valuation on the date of issuance of note by the number of shares 
of common stock and common stock equivalents outstanding on the effective date  
of conversion, determined on a fully diluted basis and without regard to whether
the securities representing such common stock equivalents may then be exercised 
for or converted into shares of common stock. The notes have conversion rights  
based on a company valuation of $35 million and if all converted will increase  
the number of outstanding shares by approximately 643,000.                      

The beneficial conversion feature of these notes based on the fair value at the 
time was $521,563. Using the effective interest method these amounts have been  
amortized over the term of the notes with the remainder, $98,276,expensed in    
2003.                                                                           

NOTE 8 CONVERTIBLE NOTES PAYABLE                                                

In September of 2004, the company arranged a debt financing of $6,550,000 from  
Whitebox Advisors and related parties in exchange for the issuance of           
eighteen-month 12% convertible promissory notes and warrants. The performance of
the notes is secured by all of the assets of the company. The notes and warrants
have conversion rights based on a company valuation of $100 million and if all  
converted will increase the number of outstanding shares by approximately       
1,386,200.                                                                      

The beneficial conversion feature of these notes is $6,550,000 based on the     
fair value of the stock and the warrants. Using the effective interest method   
these amounts will be amortized over the 18 months term of the notes and charged
to interest. In the year ending December 31, 2004, $545,388 was expensed.       

The convertible notes payable at December 31, 2004 have been reflected in the   
accompanying balance at the net of beneficial conversion feature and amounts to 
$545,388.                                                                       

4-21

DEF 14C
162nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 162nd
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

NOTE 9 MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK                         

The majority of the Sales in the year ended December, 2004 and 2003 was made to 
a few customers. At December 31, 2004 the total sales to two major customers was
$28,581 and the receivable balance from these major customers was $0. In fiscal 
year 2003, the two major customers comprised approximately $133,613 of the      
Company's total sale and the receivable balance from these major customers was  
$16,571. Management believes that customer acceptance, billing, and collection  
policies are adequate to minimize potential risk on trade receivables.          

NOTE 10  TAXES ON INCOME                                                        

Deferred income taxes are reported using the liability method. Deferred tax     
assets are recognized for deductible temporary differences and deferred tax     
liabilities are recognized for taxable temporary differences. Temporary         
differences are the differences between the reported amounts of assets and      
liabilities and their tax bases. Deferred tax assets are reduced by a valuation 
allowance when, in the opinion of management, it is more likely than not that   
some portion or all of the deferred tax assets will not be realized. Deferred   
tax assets and liabilities are adjusted for the effects of changes in tax laws  
and rates on the date of enactment.                                             

As of December 31, 2004, the Company had operating loss carry forwards expiring 
in various years through 2024. Deferred tax assets resulting from the net       
operating losses are reduced by a valuation allowance, when in the opinion of   
management, utilization is not reasonably assured.                              

                                                        [Enlarge/Download Table]

              A summary at December 31, 2004 is as follows:                                

                                               Federal         Foreign           Total     
                                           --------------   --------------   --------------
                                                                                           
Operating loss carry forward               $  42,150,586    $   3,037,772       45,188,358 
Stock based compensation                       6,633,166                         6,633,166 
Beneficial feature amortization                2,583,985                         2,583,985 
Net operating loss carry forward              32,883,435        3,037,772       32,883,435 
Effective tax rate                                    32%              35%              32%
                                           --------------   --------------   --------------
Deferred tax asset                            10,572,699        1,063,220       11,635,919 
Valuation allowance                          (10,572,699)      (1,063,220)     (11,635,919)
                                           --------------   --------------  ---------------
Net deferred tax asset                     $           0    $           0   $            0 
                                           ==============   ==============  ===============

4-22

DEF 14C
163rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 163rd
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

The following is a reconciliation of the provision for income taxes at the U.S. 
federal income tax rate to the income taxes reflected in the Consolidated       
Statements of Operations:                                                       

                                                       December 31   December 31
                                                      2004          2003
                                                       -----------   -----------
Tax expense (credit) at statutory rate-federal            (32)%         (32)%   
State tax expense net of federal tax                       (8)           (8)    
Permanent differences                                       1             1     
Valuation allowance                                        39            39     
                                                       -----------   -----------
Tax expense at actual rate                                  -             -     
                                                       ===========   ===========

NOTE 11 GAIN ON SETTLEMENT OF DEBT                                              

In September and October 2004, Sutura negotiated a settlement with two          
convertible note holders to pay the outstanding notes of $3,000,000,issued in   
2001, at par value, without accrued interest, which resulted in a gain of       
$638,013 recorded as other income from debt restructuring.                      

NOTE 12 COMMITMENTS                                                             

The company previously leased its facilities in Fountain Valley, California     
(Newhope Street Property), from its president. During fiscal years 2004 and     
2003, the Company was charged rental payments amounting $300,000 and $300,000,  
respectively.                                                                   

On August 2, 2004, the President of the Company sold the Newhope Street Property
to NVProperties LLC, a Nevada limited liability company. At the same time, NV   
Properties entered into a new lease with the Company on substantially the same  
economic terms as the prior lease between the the Company and the President of  
the Company. The term is for a period of ten years, commencing on August 1,     
2004. The base rent is $25,000 per month.                                       

The future minimum monthly lease payments under the facility operating lease,   
whose terms are in excess of one year follows:                                  

Year Ending                               
December 31,                                
------------                                
2006              $   300,000       
2007                  300,000       
2008                  300,000       
2009                  300,000       
2010                  300,000       
            ------------
Total             $ 1,500,000       

In September of 2004, the company arranged a debt financing of $6,550,000 from  
Whitebox Advisors and related parties in exchange for the issuance of           
eighteen-month 12% convertible promissory notes and warrants. The performance of
the notes is secured by all of the assets of the company. The notes and warrants
have conversion rights based on a company valuation of $100 million and if all  
converted will increase the number of outstanding shares by approximately       
1,386,200.                                                                      

NOTE 13 RELATED PARTY TRANSACTIONS                                              

The company leased its facilities in Fountain Valley, California ( Newhope      
Street Property) from the officer of the Company. During fiscal years 2004 and  
2003, the officer charged rental payments to the Company of $175,000 and        
$300,000 respectively. The Company did not actually pay any of the rent amounts 
due in 2003 and 2002 until April of 2004 when $300,000 was paid. The company    
accrued penalties for late payment incurred by the officer in 2003 and 2004 for 
failure to timely pay interest in the amounts of $97,388 and $46,272            
respectively.                                                                   

In connection with the proposed merger with Milennium one of company's officers 
advanced, in exchange for a note at 8% interest, $45,000 to Millenium to for    
merger related expenses.                                                        

4-23

DEF 14C
164th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 164th
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

With the merger cancelled the Company has agreed to take over this note per the 
end of December 2004.The same officer advanced $55,000 in March of 2004 with    
the result that notes payable to officers has been increased by $100,000 in     
2004.                                                                           

At the height of its liquidity crises in January 2004 and again in August of    
2004 the company borrowed at short notice money from Cine sales, a company which
is owned by a brother of Mr. Nobles. The totals borrowed were $22,868 for 11    
months at 8% per year, $25,875 at 20% per year for 3 months and $205,000 at 12% 
for one month.                                                                  

The total interest expense incurred on these loans for 2004 was $32,177.        
The company further contracted Cinesales for the production of two professional 
videos documenting all aspects of the companies operations and which are and    
have been used in the fund raising efforts of the company. For these services   
the Company issued 25,000 warrants at a strike price of $13.58.                 

The fair value of the warrants using the Black-Scholes model and a stock price  
of $11.00, volatility of 89% and a discount rate of 3.52% is $185,480 which was 
expensed as consulting expenses in 2004.                                        

NOTE 14 LEGAL PROCEEDINGS                                                       

A lawsuit was filed on September 26, 2003 against the Company titled Rochelle v.
Sutura, Inc. The plaintiff was seeking repayment of amounts due under a prior   
convertible note that had been converted into capital stock of the Company. The 
lawsuit was dismissed on October 20, 2004 based upon the monetary settlement    
paid by the company to the plaintiff in the amount of $150,000.                 

A lawsuit was filed on June 10, 2003 titled Velocity Precision Molds & Prototype
Inc. v. Sutura Inc. The plaintiff sought monetary damages alleging that the     
Company had entered into series of oral and written contracts with plaintiff for
service and materials to manufacture prototype molds. It was further alleged    
that the Company failed to pay for contracted services and materials in amount  
of $56,480, together with interest. The case went to trial and settled. The     
settlement provided that no money would be paid to the plaintiff and in return  
the company agreed to dismiss its cross-complaint against the plaintiff.        

A lawsuit was filed against the Company on January 30, 2003 titled Precision    
Wire Components v. Sutura Inc. The lawsuit sought monetary damages alleging that
the plaintiff had delivered the materials and provided services and was owed    
$25,642, together with interest and cost of litigation. The lawsuit was         
dismissed on July 26, 2004 based upon the monetary settlement paid by company to
the plaintiff. The company has accrued $25,642 on the accompanying financials.  

NOTE 15 STOCKHOLDER'S DEFICIT                                                   

COMMON STOCK                                                                    

IN the year ended December 31, 2004 the Company issued 56,631 shares and 106,986
warrants for $1,285,191 in private placements of its stock. The warrants had a  
fair value is $695,126. The average share value for these transactions,         
discounted for the value of the warrants, amounted to $11.00 per share.         

In March 2004 the Company issued 50,000 shares towards the exercise of warrants 
and received $500 in cash.                                                      

In March 2004 the company issued 7,500 shares for services rendered in          
connection with financing deals. The fair value of the shares of $60,900 was    
charged to stock based consulting expenses.                                     

In September 2004, as part of a settlement with a convertible note holder, the  
Company agreed to buy back 61,902 shares for the original price of $375,000. In 
October 2004, as part of a settlement with another convertible note holder, the 
Company agreed to buy back 29,550 shares for $150,000.                          

4-24

DEF 14C
165th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 165th
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

STOCK OPTIONS                                                                   

In February 1999, the Company adopted the 1999 Stock Option Plan (1999 Plan)    
andin 2001 the 2001 Stock Option Plan (2001 Plan). Under the terms of these     
plans,incentive stock and non-statutory stock Options to purchase 2,250,000     
shares of the Company's common stock are available for grant to directors,      
employees,consultants and advisors. Vesting of the options in both plans        
commences on the grant date and options generally vest at a rate of 25% per year
and expire within 10 years of date of grant. Under the 2001 plan 507,750 options
were issued at $5.00 per share with vesting commencing in 1999 and 2000. In May 
and August of 2003, 50,000 options were granted at $5.00 each in connection with
consulting services. These options had immediate vesting and a legal live of 5  
years. The fair value of these options using the Black Scholes option-pricing   
model with a stock-price at date of grant of $8.12 , volatility of 89% and risk 
free interest of 3.52%, was calculated at $215,080 and has been recorded as     
consulting expense in 2003.In 2004 no options were issued and 36,000 options    
were canceled.                                                                  

A summary of the status of the plan is presented below:                         

                                      1999 Plan      2001 Plan    Weighted Price
                                      ---------      ---------    --------------

OUTSTANDING, DECEMBER 2001            1,720,750        507,750         $2.64    

Granted                                       0              0                  

Cancelled                              (103,980)      (151,500)                 

Exercised                                (4,020)             -             -    
                                 -------------   ------------    -----------
OUTSTANDING, DECEMBER 2002            1,612,750        356,250         $2.34    

Granted in 2003                          50,000                        $5.00    

Cancelled in 2003                        (3,250)       (25,750)            -    
                                 -------------   ------------    -----------
OUTSTANDING, DECEMBER 2003            1,659,500        330,500         $2.36    

Granted in 2004                               0              0                  

Cancelled in 2004                        12,500         23,500                  

OUTSTANDING, DECEMBER  2004           1,647,000        307,000         $2.34    
                                 =============   ============    ===========

4-25

DEF 14C
166th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 166th
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

OPTIONS OUTSTANDING END OF DECEMBER 2004
 -----------------------------------------

   EXERCISE               ISSUE                  NUMBER               NUMBER
      PRICES                 DATE               OUTSTANDING          EXERCISABLE
--------------------------------------------------------------------------------
    $0.50                Feb-99                   84,000              84,000

    $0.55               Feb - 99                 850,000             850,000

    $2.50               Nov - 99                 250,000             250,000

    $2.50               Jan - 00                 140,000             140,000

    $4.00               Apr - 99                  60,000              60,000

    $5.00               Nov - 99                 187,000             187,000

    $5.00               May - 00                   5.500               5.500

    $5.00               Aug - 00                  20,500              20,500

    $5.00               Oct - 01                 307,000             307,000

    $5.00               May - 03                  50,000              50,000

TOTAL:                                           1,954,000           1,954,000  

WARRANTS                                                                        

During the year ended December 31, 2004, the Company issued warrants for the    
following:                                                                      

As part of private placements of its stock the company issued a 106,986 warrants
at $13,58 each to various investors in 2004 The fair value of these warrants    
using the Black Scholes option-pricing model with a stock-price at date of grant
of $11,00, volatility of 89% and risk free interest of 3.52% is $695,126 and    
has been accounted for as part of the private placement. In April of 2004 83,946
warrants were granted at $13,58 each in connection with consulting services.    
These warrants had immediate vesting and a legal live of 5 years.               

The fair value of these warrants was calculated at $622,811 and charged to      
consulting expenses.                                                            

In April of 2004 the board issued an aggregate of 80,000 warrants to certain key
employees and management as an incentive and compensation for their             
contributions to Sutura. These warrants also have an exercise price of $13.58,  
have a 5-year exercise period and will vest in 4 years.                         

                                                                [Download Table]
WARRANTS OUTSTANDING            Total   Price         Life      
                            ---------  ---------  --------------
                                                                
OUTSTANDING, DECEMBER 2001          0                           
Granted                        60,000    $4,00        10 Years  
Cancelled                           0                           
Exercised                           0                           
OUTSTANDING, DECEMBER 2002     60,000                           
Granted                             0        0                  
Cancelled                           0                           
Exercised                           0                           
OUTSTANDING, DECEMBER 2002     60,000                           
Granted in 2003                50,000   $ 0,01        5 Years   
Granted in 2003                20,000   $13,58        5 Years   
Cancelled in 2003                   0                           
Exercised in 2003                   0                           
OUTSTANDING, DECEMBER 2003    130.000                           
Granted in 2004               270,932   $13,58        5 Years   
Exercised in 2004              50.000                           
Cancelled in 2004              60,000                           
OUTSTANDING, DECEMBER 2004    290,932   $13,58        4,5 Years 

4-26

DEF 14C
167th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 167th
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

CONVERSION RIGHTS NOTES OUTSTANDING:                                            

NOTES TO OFFICERS:                                                              

In September 2001, the company issued $4,000,000 unsecured 8% convertible notes 
payable to current members of the board of directors in order to provide the    
company with bridge financing. On June 25, 2002 the company issued a convertible
note payable of $500,000 at the same terms to Anthony Nobles                    
increasing the total to $4,500,000.Total notes outstanding per the end of       
December 2004 was $1,500,000 with conversion rights based on a company          
valuation of $35 million and if all converted including interest per the end of 
December would have increased the number of outstanding shares by approximately 
643,000.                                                                        

On September 17, 2004, the Company entered into an agreement with Pandora Select
Partners L.P., a British Virgin Islands limited partnership, Whitebox Hedged    
High Yield L.P., a British Virgin Islands limited partnership, Whitebox         
Convertible Arbitrage Partners L.P., a British Virgin Islands limited           
partnership, Whitebox Intermarket Partners L.P., a British Virgin Islands       
limited partnership, Gary S. Kohler and Scot W. Malloy pursuant to which the    
Company borrowed an aggregate amount of $6,550,000 from such investors in       
exchange for the issuance of secured convertible promissory notes and warrants  
to purchase shares of common stock.                                             

The convertible promissory notes bear interest at the annual rate of 12%. The   
Company is required to make aggregate quarterly interest payments on the notes  
of $196,500 on December 17, 2004 and on each of March 17, June 17, September 17 
and December 17, 2005. Additional interest will accrue in the event that,       
following consummation of an anticipated Merger transaction, the Company fails  
to timely file a registration statement under the Securities Act of 1933, as    
amended, registering the resale of the shares issuable upon conversion of the   
secured convertible promissory notes and upon exercise of the warrants. Unless  
converted into common stock of the Company pursuant to the terms provided       
therein, the outstanding principal balance on each note is due and payable as of
March 17, 2006 in a lump sum. The notes are secured by a security interest in   
all of the Company's assets pursuant to a security agreement.                   

Each noteholder may elect to convert its respective note into shares of         
Company's common stock at any time while any portion of the principal or        
interest is outstanding by providing written notice to the Company.             

The conversion rate for the notes is determined by dividing the total number of 
outstanding shares of common stock of the Company(on a fully diluted, as        
converted basis, but not assuming exercise of the warrants issued to the        
noteholders) into $100,000,000.                                                 

The total number of warrant shares issuable to the noteholders in the aggregate 
is determined by dividing $6,550,000 by the conversion rate determined using the
same conversion rate formula used for the notes as discussed above.             

The per share exercise price for the warrant shares will be equal to the        
conversion rate; provided, however, that the exercise price of one-half of the  
warrant shares is subject to a downward adjustment, if any, one-year after the  
Merger to a price equal the average closing bid price of the post-Merger common 
stock of the surviving company for the 60-day trading period preceding the      
one-year anniversary of the Merger. If all of the Whitebox 1 notes are converted
and all of the Whitebox warrants exercised, then as of March 31,2005, the       
outstanding number of shares of the Company would have increased by             
approximately 1,386,200                                                         

4-27

DEF 14C
168th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 168th
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

NOTE 16 GOING CONCERN                                                           

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern. This basis of accounting contemplates 
the recovery of the Company's assets and the satisfaction of its liabilities in 
the normal course of business. Through December 31, 2004, the Company had       
incurred cumulative losses of $45,138,362 (including comprehensive loss of      
$955,034) and net losses of $5,672,405 (including $211,040 of comprehensive     
loss) and $6,070,406 (including $445,636 of comprehensive loss) for the fiscal  
years 2004 and 2003, respectively.                                              

In view of the matters described, recoverability of a major portion of the      
recorded asset amounts shown in the accompanying balance sheet is dependent upon
continued operations of the Company, which in turn is dependent upon the        
Company's ability to raise additional capital, obtain financing and to succeed  
in its future operations. The financial statements do not include any           
adjustments relating to the recoverability and classification of recorded asset 
amounts or amounts and classification of liabilities that might be necessary    
should the Company be unable to continue as a going concern.                    

Management has taken the following steps to revise its operating and financial  
requirements, which it believes are sufficient to provide the Company with the  
ability to continue as a going concern. Management devoted considerable effort  
during the period ended December 31, 2004, towards (i) obtaining additional     
equity financing (ii) controlling of salaries and general and administrative    
expenses and management of accounts payable.                                    

NOTE 17 SUBSEQUENT EVENTS                                                       

On March 4, 2005, the Company and Fusion Capital Fund II, LLC entered into an   
agreement pursuant to which the company borrowed $500,000 in exchange for the   
issuance of an unsecured convertible promissory note and warrants to purchase   
shares of common stock. The note bears interest at 8% per annum and all         
outstanding amounts of principal and interest due thereunder are payable on     
March 4, 2006. The company has no right to prepay the amounts due under the     
promissory note. At its election, Fusion may convert, at any time, all or any   
portion of the outstanding amounts of principal and interest due under the note 
into shares of Company's common stock at a conversation price equal to the      
lesser of (i) a price per share (on a fully-diluted basis) based on a           
$125,000.00 valuation for the Company or (ii) in the event that Company's common
stock is at the time of conversion traded or listed on an exchange or market,   
then the lesser of (a) a price per share (on a fully-diluted basis) based on a  
$125,000.00 valuation for the Company, (b) the average closing trading prices   
for the ten consecutive trading days prior to the date of the note, (c) the     
average closing sales prices for any successor's common stock for the ten       
consecutive trading days beginning on the trading day immediately after         
consummation of any acquisition of the Company by such successor company or an  
initial public offering of such successor company and (d) the average of the    
closing sale prices for the common stock for the ten consecutive trading days   
prior to the second trading day immediately prior to the commencement of        
purchases of common stock of the successor company by Fusion pursuant to any    
stock purchase agreement between Fusion and such successor company.             

As part of the issuance of the note to Fusion, the company also issued to Fusion
a warrant to purchase that same number of shares that are determined to be      
issuable upon the full conversion of the note issued to Fusion. The exercise    
price for such shares under the warrant shall be at an amount equal to the      
conversion price determined for the note in accordance with the formula         
described above. Fusion may exercise its right to purchase the warrant shares   
until March 4, 2010.                                                            

If all of the Fusion notes are converted and all of the Fusion warrants         
exercised as of March 31, 2005, the outstanding number of shares of the company 
would have increased by approximately 121,000.                                  

4-28

DEF 14C
169th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 169th
SUTURA INC. AND SUBSIDIARIES
 NOTES TO FINANCIAL STATEMENTS

On March 24, 2005, the company entered into an agreement with Pandora Select    
Partners, L.P., Whitebox Hedged High Yield Partners, L.P., and Whitebox         
Intermarket Partners, L.P., pursuant to which the company borrowed an aggregate 
amount of $3,000,000.00 from such investors in exchange for the issuance of     
secured convertible promissory notes and warrants to purchase shares of common  
stock of the company. The notes bear interest at the annual rate of 8 %. The    
Company is required to make aggregate quarterly interest payments on these notes
on the last day of each of June, September and December 2005 and each of March, 
June and September 2006. On September 30, 2006, the entire outstanding principal
balance shall be due in a lump sum payment together with all then accrued, but  
unpaid interest.                                                                

Each note holder may elect to convert its respective note into shares of common 
stock of the company at any time while any portion of the principal or interest 
is outstanding by providing written notice to the company.                      

Pursuant to the agreement, an initial $1,000,000 was immediately funded to the  
company on March 24, 2005. The remaining $2,000,000 of the financing and the    
warrants attributable thereto, are being held in an escrow account and will be  
released upon a performance by the company of certain milestone objectives. The 
Company has 60 days after the closing to meet the milestone requirements set    
forth in the purchase agreement in order to obtain the additional $2,000,000 of 
debt financing from the Whitebox parties. Additionally, as part of the          
transaction, the Whitebox parties to this financing were granted an option right
to purchase up to an additional $2,000,000 of notes and $500,000 worth of       
warrants, which right is exercisable until the later of 180 days following the  
closing date of the initial funding of this transaction, or 120 days following  
the effective date of the proposed merger with TVGR.                            

As part of this second Whitebox financing transaction, the total number of      
warrant shares issuable to the note holders in the aggregate is determined by   
dividing $375,000 by the conversion rate determined using the same conversion   
rate formula used above for the convertible promissory notes in this            
transaction. If all of the Whitebox 2 notes were converted and all of the       
Whitebox 2 warrants exercised, then as of March 31, 2005, the outstanding number
of shares of the company would have increased by approximately 304,000          

4-29

DEF 14C
170th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 170th
ATTACHMENT 5

DISSENTERS RIGHTS UNDER DELAWARE LAW

GENERAL CORPORATION LAW OF THE STATE OF DELAWARE                                

SECTION 262. APPRAISAL RIGHTS.                                

    Any stockholder of a corporation of this State who holds shares of
stock on the date of the making of a demand pursuant to subsection (d) of this  
section with respect to such shares, who continuously holds such shares through 
the effective date of the merger or consolidation, who has otherwise complied   
with subsection (d) of this section and who has neither voted in favor of the   
merger or consolidation nor consented thereto in writing pursuant to Section 228
of this title shall be entitled to an appraisal by the Court of Chancery of the 
fair value of the stockholder's shares of stock under the circumstances         
described in subsections (b) and (c) of this section. As used in this section,  
the word "stockholder" means a holder of record of stock in a stock corporation 
and also a member of record of a nonstock corporation; the words "stock" and    
"share" mean and include what is ordinarily meant by those words and also       
membership or membership interest of a member of a nonstock corporation; and the
words "depository receipt" mean a receipt or other instrument issued by a       
depository representing an interest in one or more shares, or fractions thereof,
solely of stock of a corporation, which stock is deposited with the depository. 

    Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be 
effected pursuant to Section 251 (other than a merger effected pursuant to      
Section 251(g) of this title), Section 252, Section 254, Section 257, Section   
258, Section 263 or Section 264 of this title:                                  

         Provided, however, that no appraisal rights under this section shall be
available for the shares of any class or series of stock, which stock, or       
depository receipts in respect thereof, at the record date fixed to determine   
the stockholders entitled to receive notice of and to vote at the meeting of    
stockholders to act upon the agreement of merger or consolidation, were either  
(i) listed on a national securities exchange or designated as a national market 
system security on an interdealer quotation system by the National Association  
of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders;  
and further provided that no appraisal rights shall be available for any shares 
of stock of the constituent corporation surviving a merger if the merger did not
require for its approval the vote of the stockholders of the surviving          
corporation as provided in subsection (f) of Section 251 of this title.         

    Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series of  
stock of a constituent corporation if the holders thereof are required by the   
terms of an agreement of merger or consolidation pursuant to Sections 251, 252, 
254, 257, 258, 263 and 264 of this title to accept for such stock anything      
except:                                                                         

     Shares of stock of the corporation surviving or resulting from such
merger or consolidation, or depository receipts in respect thereof;             

     Shares of stock of any other corporation, or depository receipts in
respect thereof, which shares of stock (or depository receipts in respect       
thereof) or depository receipts at the effective date of the merger or          
consolidation will be either listed on a national securities exchange or        
designated as a national market system security on an interdealer quotation     
system by the National Association of Securities Dealers, Inc. or held of record
by more than 2,000 holders;                                                     

     Cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a. and b. of this paragraph; or        

-1- 

DEF 14C
171st Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 171st
         Any combination of the shares of stock, depository receipts and cash in
lieu of fractional shares or fractional depository receipts described in the    
foregoing subparagraphs a., b. and c. of this paragraph.                        

    In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under Section 253 of this title is not owned by the  
parent corporation immediately prior to the merger, appraisal rights shall be   
available for the shares of the subsidiary Delaware corporation.                

      Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any    
class or series of its stock as a result of an amendment to its certificate of  
incorporation, any merger or consolidation in which the corporation is a        
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision, 
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.                   

Appraisal rights shall be perfected as follows:               

      If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of     
stockholders, the corporation, not less than 20 days prior to the meeting, shall
notify each of its stockholders who was such on the record date for such meeting
with respect to shares for which appraisal rights are available pursuant to     
subsection (b) or (c) hereof that appraisal rights are available for any or all 
of the shares of the constituent corporations, and shall include in such notice 
a copy of this section. Each stockholder electing to demand the appraisal of    
such stockholder's shares shall deliver to the corporation, before the taking of
the vote on the merger or consolidation, a written demand for appraisal of such 
stockholder's shares. Such demand will be sufficient if it reasonably informs   
the corporation of the identity of the stockholder and that the stockholder     
intends thereby to demand the appraisal of such stockholder's shares. A proxy or
vote against the merger or consolidation shall not constitute such a demand. A  
stockholder electing to take such action must do so by a separate written demand
as herein provided. Within 10 days after the effective date of such merger or   
consolidation, the surviving or resulting corporation shall notify each         
stockholder of each constituent corporation who has complied with this          
subsection and has not voted in favor of or consented to the merger or          
consolidation of the date that the merger or consolidation has become effective;
or                                                                              

        If the merger or consolidation was approved pursuant to Section 228 or
Section 253 of this title, then either a constituent corporation before the     
effective date of the merger or consolidation or the surviving or resulting     
corporation within 10 days thereafter shall notify each of the holders of any   
class or series of stock of such constituent corporation who are entitled to    
appraisal rights of the approval of the merger or consolidation and that        
appraisal rights are available for any or all shares of such class or series of 
stock of such constituent corporation, and shall include in such notice a copy  
of this section. Such notice may, and, if given on or after the effective date  
of the merger or consolidation, shall, also notify such stockholders of the     
effective date of the merger or consolidation. Any stockholder entitled to      
appraisal rights may, within 20 days after the date of mailing of such notice,  
demand in writing from the surviving or resulting corporation the appraisal of  
such holder's shares. Such demand will be sufficient if it reasonably informs   
the corporation of the identity of the stockholder and that the stockholder     
intends thereby to demand the appraisal of such holder's shares. If such notice 
did not notify stockholders of the effective date of the merger or              
consolidation, either (i) each such constituent corporation shall send a second 
notice before the effective date of the merger or consolidation notifying each  
of the holders of any class or series of stock of such constituent corporation  
that are entitled to appraisal rights of the effective date of the merger or    
consolidation or (ii) the surviving or resulting corporation shall send such a  
second notice to all such holders on or within 10 days after such effective     
date; provided, however, that if such second notice is sent more than 20 days   
following the sending of the first notice, such second notice need only be sent 
to each stockholder who is entitled to appraisal rights and who has demanded    
appraisal of such holder's shares in accordance with this subsection. An        

-2- 

DEF 14C
172nd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 172nd
affidavit of the secretary or assistant secretary or of the transfer agent of   
the corporation that is required to give either notice that such notice has been
given shall, in the absence of fraud, be prima facie evidence of the facts      
stated therein. For purposes of determining the stockholders entitled to receive
either notice, each constituent corporation may fix, in advance, a record date  
that shall be not more than 10 days prior to the date the notice is given,      
provided, that if the notice is given on or after the effective date of the     
merger or consolidation, the record date shall be such effective date. If no    
record date is fixed and the notice is given prior to the effective date, the   
record date shall be the close of business on the day next preceding the day on 
which the notice is given.                                                      

Within 120 days after the effective date of the merger or     
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to   
appraisal rights, may file a petition in the Court of Chancery demanding a      
determination of the value of the stock of all such stockholders.               
Notwithstanding the foregoing, at any time within 60 days after the effective   
date of the merger or consolidation, any stockholder shall have the right to    
withdraw such stockholder's demand for appraisal and to accept the terms offered
upon the merger or consolidation. Within 120 days after the effective date of   
the merger or consolidation, any stockholder who has complied with the          
requirements of subsections (a) and (d) hereof, upon written request, shall be  
entitled to receive from the corporation surviving the merger or resulting from 
the consolidation a statement setting forth the aggregate number of shares not  
voted in favor of the merger or consolidation and with respect to which demands 
for appraisal have been received and the aggregate number of holders of such    
shares. Such written statement shall be mailed to the stockholder within 10 days
after such stockholder's written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the    
period for delivery of demands for appraisal under subsection (d) hereof,       
whichever is later.                                                             

     Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which   
shall within 20 days after such service file in the office of the Register in   
Chancery in which the petition was filed a duly verified list containing the    
names and addresses of all stockholders who have demanded payment for their     
shares and with whom agreements as to the value of their shares have not been   
reached by the surviving or resulting corporation. If the petition shall be     
filed by the surviving or resulting corporation, the petition shall be          
accompanied by such a duly verified list. The Register in Chancery, if so       
ordered by the Court, shall give notice of the time and place fixed for the     
hearing of such petition by registered or certified mail to the surviving or    
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at    
least 1 week before the day of the hearing, in a newspaper of general           
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication  
shall be approved by the Court, and the costs thereof shall be borne by the     
surviving or resulting corporation.                                             

At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an   
appraisal for their shares and who hold stock represented by certificates to    
submit their certificates of stock to the Register in Chancery for notation     
thereon of the pendency of the appraisal proceedings; and if any stockholder    
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.                                                               

        After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or        
consolidation, together with a fair rate of interest, if any, to be paid upon   
the amount determined to be the fair value. In determining such fair value, the 
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of 
interest which the surviving or resulting corporation would have had to pay to  
borrow money during the pendency of the proceeding. Upon application by the     
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery 
or other pretrial proceedings and may proceed to trial upon the appraisal prior 
to the final determination of the stockholder entitled to an appraisal. Any     
stockholder whose name appears on the list filed by the surviving or resulting  
corporation pursuant to subsection (f) of this section and who has submitted    
such stockholder's certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally          
determined that such stockholder is not entitled to appraisal rights under this 
section.                                                                        

-3- 

DEF 14C
173rd Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 173rd
     The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court 
may direct. Payment shall be so made to each such stockholder, in the case of   
holders of uncertificated stock forthwith, and the case of holders of shares    
represented by certificates upon the surrender to the corporation of the        
certificates representing such stock. The Court's decree may be enforced as     
other decrees in the Court of Chancery may be enforced, whether such surviving  
or resulting corporation be a corporation of this State or of any state.        

      The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon        
application of a stockholder, the Court may order all or a portion of the       
expenses incurred by any stockholder in connection with the appraisal           
proceeding, including, without limitation, reasonable attorney's fees and the   
fees and expenses of experts, to be charged pro rata against the value of all   
the shares entitled to an appraisal.                                            

      From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of  
this section shall be entitled to vote such stock for any purpose or to receive 
payment of dividends or other distributions on the stock (except dividends or   
other distributions payable to stockholders of record at a date which is prior  
to the effective date of the merger or consolidation); provided, however, that  
if no petition for an appraisal shall be filed within the time provided in      
subsection (e) of this section, or if such stockholder shall deliver to the     
surviving or resulting corporation a written withdrawal of such stockholder's   
demand for an appraisal and an acceptance of the merger or consolidation, either
within 60 days after the effective date of the merger or consolidation as       
provided in subsection (e) of this section or thereafter with the written       
approval of the corporation, then the right of such stockholder to an appraisal 
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court
of Chancery shall be dismissed as to any stockholder without the approval of the
Court, and such approval may be conditioned upon such terms as the Court deems  
just.                                                                           

   The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they        
assented to the merger or consolidation shall have the status of authorized and 
unissued shares of the surviving or resulting corporation.                      

-4- 

DEF 14C
174th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 174th
ATTACHMENT 6

TECHNOLOGY VISIONS GROUP, INC.
 PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
 (UNAUDITED)

The following unaudited Pro Forma Statement of operations has been derived from 
the audited financial statements of Technology Visions Group, Inc., a Delaware  
Corporation for the period ended December 31, 2003 and the audited financial    
statements of Sutura, Inc., a Delaware Corporation for the period ended December
31, 2003. The Pro Forma Statements of Operations reflects the acquisition of    
Sutura Inc by Technology Visions Group (a reporting company) on or before March 
15, 2005 in an acquisition using reverse acquisition method of accounting and   
assumes that such acquisition was consummated as of January 1, 2003.            

The Pro Forma Statement of Operations and financial conditions should be read in
conjunction with the Financial Statements of Technology Visions Group, the      
Financial Statements of Sutura, Inc. and the Notes to the financial statements. 
The Pro Forma Statements do not purport to represent what the Company's results 
of operations and financial conditions would actually have been if the          
acquisition o accompanying data, are based on available information and the     
assumption set forth in the foot notes below, which management believes are     
reasonable.                                                                     

                                                        [Enlarge/Download Table]

                                      TVGR           Sutura      Pro Forma     Pro Forma    
                                  (Historical)    (Historical)   Adjustment     Combined    
                                 -------------   -------------   -----------  ------------- 
                                                                                            
Net Revenue                      $           0   $     197,941   $        --  $     197,941 

Cost of revenue                              0         649,063            --        649,063 
                                                 -------------   -----------  ------------- 

Gross profit                                 0        (451,122)           --       (451,122)

Operating expenses                     662,394       4,999,737            --      5,662,131 
                                 -------------   -------------   -----------  ------------- 

Loss from operations                  (662,394)     (5,450,859)                  (6,113,253)

Non-operating income (Expenses)        (57,800)       (619,547)                    (677,347)
                                 -------------   -------------   -----------  ------------- 

NET LOSS                         $    (720,194)  $  (6,070,406)  $        --  $  (6,790,600)
                                 =============   =============   ===========  ============= 

EARNINGS PER SHARE                                                                          

   Weighted average number of                                                               
   shares outstanding               11,494,282     218,391,358                  229,885,640 
                                 =============   =============                ------------- 

   Loss per share                $       (0.06)  $       (0.03)               $       (0.03)
                                 =============   =============                ============= 

NOTES:                                                                          

(1) Loss per share data shown above are fully diluted shares including all      
options and warrants except 36,127,000 shares issuable to the Whitebox group    
upon conversion of their notes and exercise of their warrants after the merger. 

(2) All shares are post reverse split of twelve to one before the merger.       

(3) Weighted-average number of shares outstanding for the combined entity       
includes all shares issued before the acquisition as if outstanding as of       
January 1, 2003.                                                                

(4) Weighted average number of shares outstanding for combined entity includes  
218,391,358 shares of TVGR outstanding shares issued to the shareholders of     
Sutura pursuant to the merger agreement                                         

6-1 

DEF 14C
175th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 175th
TECHNOLOGY VISIONS GROUP, INC.
 PRO FORMA STATEMENT OF FINANCIAL CONDITIONS
FOR THE PERIOD ENDED DECEMBER 31, 2003
 (UNAUDITED)

The following unaudited Pro Forma Statement of financial conditions has been    
derived from the audited financial statements of Technology Visions Group. as of
December 31, 2003 and the audited financial statements of Sutura, Inc. as of    
December 31, 2003                                                               

                                                        [Enlarge/Download Table]

                                             TVGR           Sutura                         Pro Forma         Pro Forma   
                                         (Historical)    (Historical)     Investment       Adjustment         Combined   
                                         ------------    ------------    ------------     ------------      ------------ 
                     ASSETS                                                                                              

                                                                                                                         
Current Assets                           $      2,589    $     51,285    $         --     $         --      $     53,874 

Property & equipment, net                       8,065         955,572              --               --           963,637 

Investment - acquisition of subsidiary             --              --       9,696,576       (9,696,576)(4)            -- 

                                         ------------    ------------    ------------     ------------      ------------ 
TOTAL ASSETS                             $     10,654    $  1,006,857    $  9,696,576     $ (9,696,576)     $ 1,017,511  
                                         ============    ============    ============     ============      ============ 

LIABILITIES & STOCKHOLDERS'                                                                                              
  EQUITY (DEFICIT)                                                                                                       

Current liabilities                      $  2,099,121(5)   10,149,904(6) $         --     $         --      $12,249,025  

Stockholders' equity;                                                                                                    

  Common stock                                 11,494           1,835         218,391(2)        (1,835)(1)       229,886 

  Additional paid in capital               16,121,275      30,371,074       9,478,185      (27,915,977)(4)    28,054,557 

  Retained earnings (deficit)             (18,221,236)    (39,515,956)             --       18,221,236       (39,515,956)

                                         ------------    ------------    ------------     ------------      ------------ 

   Total stockholders' equity (deficit)    (2,088,467)     (9,143,047)      9,696,576       (9,696,576)      (11,231,514)
                                         ------------    ------------    ------------     ------------      ------------ 

TOTAL LIABILITIES AND STOCKHOLDERS'                                                                                      
  EQUITY (DEFICIT)                       $     10,654    $  1,006,857    $  9,696,576     $ (9,696,576)     $  1,017,511 
                                         ============    ============    ============     ============      ============ 

NOTES:                                                                          

(1) Elimination of Common stock of Sutura Inc before the acquisition            

(2) Issuance of shares of common stock to shareholders of Sutura valued at 95%  
of diluted shares of TVGR before split and merger at $0.074 with total value    
$9,696,576                                                                      

(3) Elimination of pre-acquisition retained earnings of TVGR                    

(4) Elimination of investment in subsidiary on consolidation                    

(5) Current liabilities TVGR after conversion of $ 1,243,963 debt pursuant to   
the merger agreement                                                            

(6) Current liabilities Sutura after conversion of $ 1,881,889 debt pursuant to 
the merger agreement                                                            

6-2 

DEF 14C
176th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 176th
TECHNOLOGY VISIONS GROUP, INC.
 PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
 (UNAUDITED)

The following Unaudited Pro Forma Statement of operations has been derived from 
the audited financial statements of Technology Visions Group, Inc., a Delaware  
Corporation for the period ended December 31, 2004 and the audited financial    
statements of Sutura, Inc., a Delaware Corporation for the period ended December
31, 2004. The Pro Forma Statements of Operations reflects the acquisition of    
Sutura Inc by Technology Visions Group (a reporting company) on or before March 
15, 2005 in a acquisition using reverse acquisition method of accounting and    
assumes that such acquisition was consummated as of January 1, 2004.            

The Pro Forma Statement of Operations and financial conditions should be read in
conjunction with the Financial Statements of Technology Visions Group, the      
Financial Statements of Sutura, Inc. and the Notes to the financial statements. 
The Pro Forma Statements do not purport to represent what the Company's results 
of operations and financial conditions would actually have been if the          
acquisition of accompanying data, are based on available information and the    
assumption set forth in the foot notes below, which management believes are     
reasonable.                                                                     

                                                        [Enlarge/Download Table]

                                      TVGR           Sutura        Pro Forma       Pro Forma    
                                  (Historical)    (Historical)     Adjustment       Combined    
                                 -------------   -------------   ---------------  ------------- 
                                                                                                
Net Revenue                      $           0   $      28,581   $            --  $      28,581 

Cost of revenue                              0         549,128                --        549,128 
                                                 -------------   ---------------  ------------- 

Gross profit                                 0        (520,547)               --       (520,547)

Operating expenses                     630,011       4,546,488                --      5,176,499 
                                 -------------   -------------   ---------------  ------------- 

Loss from operations                  (630,011)     (5,067,035)               --     (5,697,046)

Non-operating income (Expenses)       (128,194)       (605,370)               --       (733,564)
                                 -------------   -------------   ---------------  ------------- 

NET LOSS                         $    (758,205)  $  (5,672,405)  $            --  $  (6,430,610)
                                 =============   =============   ===============  ============= 

EARNINGS PER SHARE                                                                              

   Weighted average number of                                                                   
   shares outstanding               11,494,282     218,391,358                      229,885,640 
                                 =============   =============                    ============= 

   Loss per share                $       (0.07)  $       (0.03)                   $       (0.03)
                                 =============   =============                    ============= 

NOTES:                                                                          

(1) Loss per share data shown above are fully diluted shares including all      
options and warrants except 36,127,000 shares issuable to the Whitebox group    
upon conversion of their notes and exercise of their warrants after the merger. 

(2) All shares are post reverse split of twelve to one before the merger.       

(3) Weighted-average number of shares outstanding for the combined entity       
includes all shares issued before the acquisition as if outstanding as of       
January 1, 2004.                                                                

(4) Weighted average number of shares outstanding for combined entity includes  
218,391,358 shares of TVGR outstanding shares issued to the shareholders of     
Sutura pursuant to the merger agreement.                                        

6-3 

DEF 14C
177th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 177th
TECHNOLOGY VISIONS GROUP, INC.
 PRO FORMA STATEMENT OF FINANCIAL CONDITIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
 (UNAUDITED)

The following unaudited Pro Forma Statement of financial conditions has been    
derived from the audited financial statements of Technology Visions Group, Inc. 
as of December 31, 2004 and the audited financial statements of Sutura, Inc. as 
of December 31, 2004                                                            

                                                        [Enlarge/Download Table]

                                                  TVGR           Sutura                       Pro Forma         Pro Forma   
                                              (Historical)    (Historical)     Investment     Adjustment         Combined   
                                              ------------    ------------    ------------   ------------      ------------ 
                        ASSETS                                                                                              
                                                                                                                            
Current Assets                                $    129,973    $    633,568    $         --   $         --      $    763,541 

Property & equipment, net                            4,865         674,056              --             --           678,921 

Investment - acquisition of subsidiary                  --               0       9,696,576(2)  (9,696,576)                0 

                                              ------------    ------------    ------------   ------------      ------------ 
TOTAL ASSETS                                  $    134,838    $  1,307,624    $  9,696,576   $ (9,696,576)     $  1,442,462 
                                              ============    ============    ============   ============      ============ 

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                                                                                

Current liabilities                           $    743,122(5)    7,335,232(6)    $         --   $         --   $  8,078,354 

Stockholders' equity;                                                                                                       

  Common stock                                      11,494           1,840         218,391(2)      (1,840)(1)       229,886 

  Additional paid in capital                    18,341,541      39,158,914       9,478,185( ) (28,656,055)(4)    38,322,585 

  Retained earnings (deficit)                  (18,961,319)    (45,188,362)             --     18,961,319       (45,188,362)

                                              ------------    ------------    ------------   ------------      ------------ 

     Total stockholders' equity (deficit)         (608,284)     (6,027,608)      9,696,576     (9,696,576)       (6,635,892)
                                              ------------    ------------    ------------   ------------      ------------ 

TOTAL LIABILITIES AND STOCKHOLDERS'                                                                                         
  EQUITY (DEFICIT)                            $    134,838    $  1,307,624    $  9,696,576   $ (9,696,576)     $  1,442,462 
                                              ============    ============    ============   ============      ============ 

NOTES:                                                                          

(1) Elimination of Common stock of Sutura before the acquisition                

(2) Issuance of shares of common stock to shareholders of Sutura valued at 95%  
of diluted shares of TVGR before split and merger at $0.074 with a value of     
$9,696,576                                                                      

(3) Elimination of pre-acquisition retained earnings of TVGR                    

(4) Elimination of investment in subsidiary on consolidation                    

(5) Current liabilities TVGR after conversion of $ 1,243,963 debt pursuant to   
the merger agreement                                                            

(6) Current liabilities Sutura after conversion of $ 1,881,889 debt pursuant to 
the merger agreement                                                            

6-4 

DEF 14C
178th Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 178th
                                                        [Enlarge/Download Table]
                                                                                                                                    

                                               TECHNOLOGY VISIONS GROUP, INC.                                                       
                                              PRO FORMA STATEMENT OF OPERATIONS                                                     
                                            FOR THE QUARTER ENDED MARCH 31, 2005                                                    
                                                         (Unaudited)                                                                

The following Unaudited Pro Forma Statement of operations has been derived from the unaudited financial statements of               
Technology Visions Group, Inc., a Delaware Corporation for the period ended March 31, 2005 and the unaudited financial              
statements of Sutura, Inc., a Delaware Corporation for the period ended March 31, 2005. The Pro Forma Statements of                 
Operations reflects the acquisition of Sutura Inc by Technology Visions Group (a reporting company) on or before March 15,          
2005 in a acquisition using reverse acquisition method of accounting and assumes that such acquisition was consummated as of        
January 1, 2005.                                                                                                                    

The Pro Forma Statement of Operations and financial conditions should be read in conjunction with the Financial Statements          
of Technology Visions Group, the Financial Statements of Sutura, Inc. and the Notes to the financial statements. The Pro            
Forma Statements do not purport to represent what the Company's results of operations and financial conditions would                
actually have been if the acquisition of S accompanying data, are based on available information and the assumption set             
forth in the foot notes below, which management believes are reasonable.                                                            

                                                        TVGR              Sutura           Pro Forma          Pro Forma             
                                                    (Historical)       (Historical)       Adjustment           Combined             
                                                  ----------------   ----------------   ----------------   ----------------         

Net Revenue                                       $          0       $     28,395       $         --       $       28,395           

Cost of revenue                                              0            361,091                 --              361,091           
                                                  ----------------   ----------------   ----------------   ----------------         

Gross profit                                                 0           (332,696)                --             (332,696)          

Operating expenses                                     162,478            865,730                 --            1,028,208           
                                                  ----------------   ----------------   ----------------   ----------------         

Loss from operations                                  (162,478)        (1,198,426)                --           (1,360,904)          

Non-operating income (Expenses)                         (2,980)          (973,982)                --             (976,962)          
                                                  ----------------   ----------------   ----------------   ----------------         

Net loss                                          $   (165,458)      $ (2,172,408)      $         --       $   (2,337,866)          
                                                  ================   ================   ================   ================         

EARNINGS PER SHARE                                                                                                                  

   Weighted average number of                                                                                                       
   shares outstanding                               11,494,282 (1)    218,391,356 (2)                         229,885,638 (3)       
                                                  ================   ================                      ================         
                                                                                                                          (4)       
   Loss per share                                 $      (0.01)      $      (0.01)                         $        (0.01)          
                                                  ================   ================                      ================         

NOTES:                                                                                                                              

(1)  Diluted shares of TVGR after reverse split of 12 to 1 Includes 26,931,384 shares to be issued as a result of conversion        
     of debt to equity upon the merger and 9,000,000 shares as future compensation to officers of TVGR                              

(2)  Weighted average number of shares outstanding for combined entity includes 218,391,356 of newly issued shares,                 
     representing 95% of the total shares, issued to the shareholders of Sutura pursuant to the merger agreement                    

(3)  Total shares shown above are fully diluted shares including all options and warrants but excluding approximately               
     38,000,000 shares issuable to the Whitebox group and Fusion Capital upon conversion of their notes and exercise of             
     their warrants after the merger..                                                                                              

(4)  Weighted-average number of shares outstanding for the combined entity includes all shares issued before the acquisition        
     as if outstanding as of January 1, 2005.                                                                                       

                                                             6-5                                                                    

DEF 14C
Last Page of 179
TOC
1st
Previous
Next
↓Bottom
Just 179th
                                                   TECHNOLOGY VISIONS GROUP, INC.                                                   
                                             PRO FORMA STATEMENT OF FINANCIAL CONDITIONS                                            
                                                 FOR THE PERIOD ENDED MARCH 31, 2005                                                
                                                             (Unaudited)                                                            

The following unaudited Pro Forma Statement of financial conditions has been derived from the unaudited financial statements of     
Technology Visions Group, Inc. on March 31, 2005 and the unaudited financial statements of Sutura, Inc. on March 31, 2005           

                                         TVGR               Sutura                                Pro Forma          Pro Forma      
                                     (Historical)        (Historical)         Investment          Adjustment          Combined      
                                   -----------------   -----------------   -----------------   -----------------   -----------------

            ASSETS                                                                                                                  

Current Assets                     $      16,185       $   1,148,539       $          --       $          --       $   1,164,724    

Property & equipment, net                 12,189             680,623                  --                  --             692,812    

Investment - acquisition of                                                                                                         
  subsidiary                                  --                   0           9,696,576 (2)      (9,696,576)                  0    

                                   -----------------   -----------------   -----------------   -----------------   -----------------
TOTAL ASSETS                       $      28,374       $   1,829,162       $    9,696,576      $  (9,696,576)$         1,857,536    
                                   =================   =================   =================   =================   =================

LIABILITIES & STOCKHOLDERS'                                                                                                         
  EQUITY (DEFICIT)                                                                                                                  

Current liabilities                $     312,362 (5)       8,981,610 (6)              --       $          --       $   9,293,972    

Stockholders' equity;                                                                                                               

  Common stock                            11,494               1,840             218,391 (2)          (1,840)(1)         229,886    

  Additional paid in capital          18,831,295          40,206,481           9,478,185 (2)     (28,821,513)(4)      39,694,447    

  Retained earnings (deficit)        (19,126,777)        (47,360,769)                 --          19,126,777 (3)     (47,360,769)   
                                   -----------------   -----------------   -----------------   -----------------   -----------------

     Total stockholders' equity                                                                                                     
       (deficit)                        (283,988)         (7,152,448)           9,696,576         (9,696,576)         (7,436,436)   
                                   -----------------   -----------------   -----------------   -----------------   -----------------

TOTAL LIABILITIES AND                                                                                                               
  STOCKHOLDERS' EQUITY (DEFICIT)   $      28,374       $   1,829,162       $   9,696,576       $  (9,696,576)      $   1,857,536    
                                   =================   =================   =================   =================   =================

NOTES;                                                                                                                              

(1)  Elimination of Common stock of Sutura before the acquisition                                                                   

(2)  Issuance of shares of common stock to shareholders of Sutura valued at 95% of diluted shares of TVGR before split and merger at
     $0.074 $9,696,576                                                                                                              

(3)  Elimination of pre-acquisition retained earnings of TVGR                                                                       

(4)  Elimination of investment in subsidiary on consolidation                                                                       

(5)  Current liabilities TVGR after conversion of $ 1,728,057 debt to equity pursuant to the merger agreement                       

(6)  Current liabilities Sutura after conversion of $ 1,965,793 debt to equity pursuant to the merger agreement                     

                                                               6-6                                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14C’ Filing		Date		First		Last			Other Filings
		11/30/26		32
		3/4/10		40		168
		12/31/07		45					10-K/A,  10KSB,  10KSB/A,  NT 10-K
		1/1/07		119
		12/31/06		47					10KSB,  NT 10-K
		9/30/06		39		169			10QSB,  10QSB/A,  NT 10-Q
		3/17/06		38		167
		3/4/06		40		168
		12/31/05		35		161			10KSB,  NT 10-K
		12/17/05		38		167
		10/31/05		147		161
		6/30/05		5		139			10QSB,  NT 10-Q
		6/27/05		3		4
Filed as of / Effective on / For Period End:		6/24/05		4
Filed on:		6/23/05
		5/31/05		125
		5/16/05		39
		4/29/05		57
		4/15/05		35		59			10KSB
		3/31/05		39		179			10QSB,  NT 10-Q
		3/25/05		102		150
		3/24/05		39		169
		3/15/05		174		178
		3/4/05		40		168
		2/16/05		7		149
		1/1/05		119		178
		12/31/04		22		177			10KSB,  5,  NT 10-K
		12/29/04		2		139			8-K
		12/20/04		4		5
		12/17/04		38		167
		12/16/04		119		136
		12/10/04		37
		12/7/04		6		59
		11/30/04		36		37			PRE 14C
		11/23/04		6		59
		11/22/04		12		67			10QSB,  8-K
		11/19/04		4		82			10QSB
		11/1/04		36
		10/30/04		36
		10/20/04		164
		10/19/04		37		40
		10/16/04		12
		10/15/04		37
		10/12/04		36
		9/30/04		59		120			10QSB,  NT 10-Q
		9/17/04		38		167
		8/2/04		48		163
		8/1/04		48		163
		7/30/04		48
		7/26/04		164
		7/8/04		36
		6/23/04		118		136
		6/15/04		115		159
		3/31/04		51		148			10QSB,  NT 10-K
		3/11/04		118		136
		2/21/04		119		136
		1/1/04		119		176			4
		12/31/03		20		175			10KSB,  5,  NT 10-K
		12/16/03		119		136
		9/30/03		120					10QSB,  NT 10-Q
		9/26/03		164
		8/27/03		118		136
		7/29/03		118		136
		7/21/03		118		135
		7/16/03		121		138
		6/30/03		121					10QSB,  4,  NT 10-Q
		6/10/03		164					4
		6/2/03		118		136
		5/15/03		118		138			NT 10-Q,  SB-2
		4/22/03		124		138
		3/31/03		121					10QSB,  NT 10-K,  NT 10-Q
		2/21/03		118		136
		1/31/03		159
		1/30/03		164
		1/1/03		45		174			4
		12/31/02		35		136			10KSB,  5,  5/A,  NT 10-K
		6/25/02		147		167
		6/10/02		118		136
		1/1/02		34		156
		12/31/01		96		137			10KSB,  NT 10-K
		9/27/01		40
		9/1/01		40
		12/31/00		96					10KSB,  10KSB/A,  5,  NT 10-K
		12/28/00		106					8-K
		12/22/00		25		131
		10/1/00		49
		3/1/00		43		48
		1/1/00		86		99
		12/31/99		96					10KSB,  NT 10-K
		11/5/99		117		135
		5/27/99		117		135
		12/31/98		96		135			10KSB40
		12/31/97		96					10KSB40
		5/27/97		117		135
		8/14/96		49
		1/1/95		25		132
									List all Filings