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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004       COMMISSION FILE NUMBER 0-25548


                         TECHNOLOGY VISIONS GROUP, INC.
             (Exact name of registrant as specified in its charter)


                 DELAWARE                                 84-100269
                 --------                                 ---------
    (State or Other Jurisdiction of              (I.R.S. Employer I.D. No.)
     Incorporation or Organization)

                         910 W. SAN MARCOS BLVD, SUITE 102
                          SAN MARCOS, CALIFORNIA 92078
                    (Address of Principal Executive Offices)

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (760) 752-8654

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                          Common Stock, $.001 Par Value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ]

   State issuer's revenues for its most recent fiscal year: $0

The aggregate market value of the voting and non-voting common equity stock held
by non-affiliates based on the average bid and ask price as reported by the
Over-the Counter: Bulletin Board "OTC:BB" of the NASD, as of April 12, 2004 was
approximately $3,632,326.80.

CLASS                                              OUTSTANDING AT April 15 2005
Common Stock, $.001 par value                                 99,999,999 SHARES

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


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TABLE OF CONTENTS



                                     PART I

Item 1.    Description of business..........................................  3

Item 2.    Description of property.......................................... 10

Item 3.    Legal proceedings................................................ 10

Item 4.    Submission of matters to a vote of security holders.............. 10

                                     PART II


Item 5.    Market for common equity and related stockholder matters......... 11

Item 6.    Management's discussion and analysis or plan of operation........ 16

Item 7.    Financial statements............................................. 21

Item 8.    Changes in and disagreements with accountants on
           accounting and financial disclosure.............................. 21

Item 8A.   Controls and procedures.......................................... 21


                                    PART III

Item 9.    Directors and executive officers of the registrant; Compliance
           with Section 16(a) of the Securities Exchange Act of 1934;
           Code of ethics................................................... 21

Item 10.   Executive compensation........................................... 22

Item 11.   Security ownership of certain beneficial owners and management
           and related stockholder matters.................................. 24

Item 12.   Certain relationships and related transactions................... 26

Item 13.   Exhibits......................................................... 27

Item 14.   Principal accountant fees and services........................... 28


                                       2

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                                     PART I

FORWARD-LOOKING STATEMENTS

This Form 10-KSB contains forward-looking statements that involve risks and
uncertainties. Forward-looking statements can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend," "plans,"
"anticipate," "estimate," or "continue" or the negative thereof or other
variations thereon or comparable terminology. The matters described herein and
certain other factors noted throughout this report and in any exhibits to this
report, constitute cautionary statements identifying important factors with
respect to any such forward-looking statements including certain risks and
uncertainties that could cause actual results to differ materially from those in
such forward-looking statements.

ITEM 1. DESCRIPTION OF BUSINESS

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.

         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.

         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.


                                       3

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         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 Martin") 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 not
spent any funds for research and development activities. Research and
development expenses consist 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 the Idaho National Engineering and
Environmental Laboratory (INEEL). Therefore, there have been no expenditures
during the year ended December 31, 2004 and 2003 for research and development.
Our Company is moving into position to begin the marketing and commercialization
of its development.

TVGR TECHNOLOGY

         Technology Visions Group is focused on commercializing PET and GMENT
products 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 and remeditation to insure safe and
economical long-term disposal.

         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.


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         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 required 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.

         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.


                                       5

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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.

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 $200 and $230 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 for various radioactive and toxic waste materials the
DOE has identified for final disposal.


                                       6

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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.

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's ability to receive product
revenues or royalties.

         To date, our Company's products, 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.


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         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.

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.

         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.

RECENT DEVELOPMENTS

         On November 22, 2004, we entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Sutura, Inc., a Delaware corporation ("Sutura").
Pursuant to the terms of the Merger Agreement, Sutura will be merged with and
into our company, and we will be the surviving corporation (the "Surviving
Corporation") under Delaware law and we shall be vested with all of the
collective assets, liabilities, powers and privileges of both our company and
Sutura (the "Merger"). It is anticipated that the closing and consummation of
the Merger Agreement will occur as soon as practicable following the completion
of all conditions to the closing, as set out in the Merger Agreement.


                                       8

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         The primary business of the Surviving Corporation will be to pursue the
pre-merger business of Sutura, a medical device company that has developed a
line of innovative, minimally invasive vessel closure devices. In addition, the
parties will continue our existing business of acquiring and developing
technologies utilized in the environmental remediation market as a separate
business division of the Surviving Corporation following the closing of the
Merger Agreement.

         Following the closing of the Merger Agreement, the directors and
officers of the Surviving Corporation shall be Anthony A. Nobles, Chairman,
President and Chief Executive Officer, Egbert Ratering, Executive Vice President
European Operations and a Director, John Crew, M.D., Director, Robert Hill, Vice
President of Operations, Ben Brosch, Vice President Research and Development and
Engineering and James A. Giansiracusa, Vice President and Director. Mr.
Giansiracusa is currently the Chief Operating Officer, Secretary and a Director
of the Registrant. Mr. James Lahey is currently the Chairman, Chief Executive
Officer and President, and a Director of the Registrant. Following the closing
of the Merger Agreement, both Mr. Giansiracusa and Mr. Lahey will serve as Vice
Presidents of the Surviving Corporation under employment agreements and Mr.
Giansiracusa will also serve as a Director of the Surviving Corporation. Each of
Mr. Lahey's and Mr Giansiracusa's current employment agreements with us will be
terminated as of the effective time of the Merger.

         It is anticipated that immediately following the effectiveness of the
Merger under the terms of the Merger Agreement and Delaware law, (i) the current
holders of our capital stock (including all securities exercisable for,
exchangeable for or convertible into shares of Common Stock), shall own five
percent (5%) of the Common Stock of the Surviving Corporation on a fully diluted
basis, and (ii) the shares of capital stock of Sutura (including all securities
exercisable for, exchangeable for or convertible into shares of capital stock of
Sutura, except for any such securities owned by certain investors of Sutura),
shall be automatically converted into and exchanged for the right to receive
ninety five percent (95%) of the Common Stock of the Surviving Corporation on a
fully diluted basis. In addition, all options, stock appreciation rights,
warrants and other rights to purchase capital stock of Sutura shall be converted
into options, stock appreciation rights, warrants and other rights to purchase
shares of the Common Stock of the Surviving Corporation (the "Rights"). No
shares of capital stock or Rights to acquire capital stock of Sutura will be
outstanding following the effectiveness of the Merger as contemplated by the
Merger Agreement.

         We contemplate that we will effect a reverse split of our Common Stock
and that our authorized capitalization immediately prior to consummation of the
Merger will consist solely of approximately 300,000,000 shares of Common Stock,
of which approximately 12,000,000 shares will be issued and outstanding, and we
shall have no outstanding options, warrants, or other rights to acquire Common
Stock. As merger consideration, we shall issue to the holders of Sutura capital
stock (or otherwise reserve for issuance upon exercise of Rights) approximately
228,000,000 shares of Common Stock. There will be no cash consideration paid to
the holders of Sutura's capital stock in connection with the Merger.

         The closing and consummation of the Merger Agreement is subject to
several conditions, including but not limited to approval of the Merger
Agreement by our board of directors and our shareholders, as well as Sutura's
shareholders, the effectuation of a reverse split of our Common Stock on a
twelve for one basis, the amendment of our Certificate of Incorporation to
increase our authorized capital stock, obtaining all required third party and
governmental consents and approvals, there being no more than five percent (5%)
of our shareholders exercising dissenters rights under Delaware law, there being
no litigation, claims or proceedings that would prohibit the consummation of the
Merger Agreement, our having entered into definitive agreements contemplating
the purchase by a third party of at least $15.0 million of equity securities in
the Surviving Corporation , and such other matters as are set forth in the
Merger Agreement.

         It is anticipated that the transactions contemplated by the Merger
Agreement will be accounted for as a purchase. Accordingly, the historical
financial statements of the Surviving Corporation will be that of Sutura.

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


                                       9

<PAGE>

         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 Merger, the increase in our authorized
capital stock and the proposed stock split. 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 Merger and the
amendment to our Articles of Incorporation to increase our authorized capital
stock from 100,000,000 shares of Common Stock to 300,000,000 shares of Common
Stock, and conduct the reverse stock split. Accordingly, the actions will not be
submitted to our remaining stockholders for a vote. The remaining stockholders
will receive an Information Statement that will 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. We will prepare and file an Information Statement with
the Securities and Exchange Commission that is currently under review by the
Commission.

         Under Delaware law, our shareholders who oppose the Merger Agreement
and the Merger have certain appraisal rights.

         The common shares issued by us 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.

         The Merger, and the amendments to our Certificate of Incorporation 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, we cannot file the amended and restated
Certificate of Incorporation until at least 20 days after the mailing of our
Information Statement.

         On March 24, 2005 the United States Department of Energy announced the
selection of CH2MHill - WG Idaho, LLC as the contractor responsible for the
Idaho Cleanup Project through 2012 at the Idaho National Laboratory (INL). CH2M
- WGI replaces Bechtel BWXT, Idaho LLC as site contractor.

ITEM 2. DESCRIPTION OF PROPERTY

Technology Visions maintains its principal executive offices in San Marcos,
California where it occupies a 726 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 $1,067.22 per month currently, escalating to $1,132.21 per month
in October 2006. The lease expires in October 2007.

The current lease does not contain a renewal option but there is sufficient
commercial space at comparable prices in the area to satisfy the needs of
Technology Visions.

As Technology Visions 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 Technology
Visions believes office space on reasonable terms could be acquired with very
little difficulty.

ITEM 3. LEGAL PROCEEDINGS

At December 31, 2004, Technology Visions was not a party to any material
litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         As discussed above, under the Recent Developments Section of Item I, on
December 29, 2004, our stockholders voted by written consent to approve the
Merger with Sutura, and to approve an increase in our authorized capital to
300,000,000 shares and to approve a reverse stock split of our outstanding
common stock on a twelve shares for one share basis. The vote was taken by
written consent of the shareholders in lieu of a meeting. As of December 29,
2004, we had outstanding 99,999,999 shares of our common stock. Shareholders
holding and voting 51,746,047 shares voted in favor of the actions. Such number


                                      10

<PAGE>

constitutes a majority of our shareholders on the record date for the vote,
which under Delaware law and the provisions of our Certificate of Incorporation
is sufficient to approve the actions. We have prepared and filed with the
Commission our Information Statement on Form 14C with respect to the written
consent, which Information Statement is currently under review by the
Commission. After the Information Statement is approved by the Commission it
will be mailed to our shareholders, and twenty days following the mailing, we
may consummate the merger, the increase in capital stock and the proposed stock
split.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) MARKET INFORMATION

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, 2003 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.

                                                  PERIOD        HIGH      LOW
                                            ---------------    -------   -------

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

         * Through December 29, 2004

         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.

         The transfer agent for the Company is North American Transfer Company,
147 W. Merrick Rd, Freeport, NY 11520-0331, Telephone, 516-379-8501


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


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
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. During the
fiscal year options to purchase 200,000 shares of common stock at an exercise
price of $.05 per share have been issued to James Giansiracusa and James Lahey,
respectively, under the Stock Plan.


                                      11

<PAGE>

Administration and Eligibility
------------------------------

The Stock Plan is administered by a Compensation Committee ("Committee")
appointed by the Board or in the absence of a Committee, by the Board itself.
Employees, directors, officers, consultants, advisors and other persons
associated with the Company are eligible to receive common stock and options
under the Stock Plan. The Committee determines, among other things, who is
eligible to receive common stock and/or stock options, the number of shares
granted or subject to an option, the time at which common stock is issued or an
option is granted, the duration of an option and the exercise price of an
option. The Committee has the right to adopt or rescind rules for the
administration of the Stock Plan, correct defects and omissions in, reconcile
inconsistencies, and construe the Stock Plan. The Committee may only grant
common stock or stock options to a stockholder pursuant to a written agreement
between the stockholder and the company, which includes such terms and
conditions as required by the Board or Committee.

Amendment and Termination
-------------------------
The Board may at any time, and from time to time, suspend or terminate the Stock
Plan in whole or in part or amend it from time to time in such respects as the
Board may deem appropriate and in the best interest of the company. All grants
must be within ten years from the date the Stock Plan is approved or adopted by
the stockholders.


Payment of Exercise Price
 ------------------------
Payment of the option price on exercise of stock options may be made in cash,
shares of common stock of the company or a combination of both, as determined by
the Committee.

Tax Treatment To The Recipients
-------------------------------
The common stock is not qualified under Section 401(a) of the Internal Revenue
Code. The recipients, therefore, will be required for federal income tax
purposes to recognize compensation during the taxable year of issuance unless
the shares are subject to a substantial risk of forfeiture. Accordingly, absent
a specific contractual provision to the contrary, the recipients will receive
compensation taxable at ordinary rates equal to the fair market value of the
shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer. If, however, the recipients
receive shares of common stock pursuant to the exercise of an option or options
at an exercise price below the fair market value of the shares on the date of
exercise, the difference between the exercise price and the fair market value of
the stock on the date of exercise will be deemed compensation for federal income
tax purposes. The recipients are urged to consult each of their tax advisors on
this matter. Further, if any recipient is an "affiliate," Section 16(b) of the
Exchange Act is applicable and will affect the issue of taxation.

Tax Treatment To The Company
----------------------------
The amount of income recognized by any recipient hereunder in accordance with
the foregoing discussion will be a tax-deductible expense by Technology Visions
for federal income tax purposes in the taxable year of Technology Visions during
which the recipient recognizes income.

RECENT SALES OF UNREGISTERED SECURITIES

In January 2003 we issued options to purchase 100,000 shares of common stock at
a price of $.05 per share to an executive officer of our company. We relied upon
the exemption from registration as set forth in Section 4(2) of the Securities
Act of 1933 (the "Act") for the issuance of these shares. The shareholder took
the shares for investment purposes without a view to distribution and had access
to information concerning TVGR and our business prospects, as required by the
Securities Act. In addition, there was no general solicitation or advertising
for the issuance and sale of the shares. Due to the shareholder's status as a
sophisticated investor and its dealings with development companies generally, we
deem the shareholder sophisticated for the purposes of Section 4(2) of the Act.


                                      12

<PAGE>

In January 2003 we issued options to purchase 100,000 shares of common stock at
a price of $.05 per share to an executive officer of our company. We relied upon
the exemption from registration as set forth in Section 4(2) of the Securities
Act of 1933 (the "Act") for the issuance of these shares. The shareholder took
the shares for investment purposes without a view to distribution and had access
to information concerning TVGR and our business prospects, as required by the
Securities Act. In addition, there was no general solicitation or advertising
for the issuance and sale of the shares. Due to the shareholder's status as a
sophisticated investor and its dealings with development companies generally, we
deem the shareholder sophisticated for the purposes of Section 4(2) of the Act.

In January 2003 we issued options to purchase 50,000 shares of common stock at a
price of $.125 per share, expiring on January 17, 2005, to our legal counsel in
lieu of cash fees. We relied upon the exemption from registration as set forth
in Section 4(2) of the Securities Act of 1933 (the "Act") for the issuance of
these shares. The shareholder took the shares for investment purposes without a
view to distribution and had access to information concerning TVGR and our
business prospects, as required by the Securities Act. In addition, there was no
general solicitation or advertising for the issuance and sale of the shares. The
shareholder was permitted access to our management for the purpose of acquiring
investment information. Due to the shareholder's status as a sophisticated
investor and its dealings with development companies generally, we deem the
shareholder sophisticated for the purposes of Section 4(2) of the Act.

In February 2003 we issued and sold 375,000 shares of common stock at a price of
$.09 per Share to a consultant in lieu of cash for consulting services rendered.
We relied upon the exemption from registration as set forth in Section 4(2) of
the Securities Act of 1933 (the "Act") for the issuance of these shares. The
shareholder took the shares for investment purposes without a view to
distribution and had access to information concerning TVGR and our business
prospects, as required by the Securities Act. In addition, there was no general
solicitation or advertising for the issuance and sale of the shares. The
shareholder was permitted access to our management for the purpose of acquiring
investment information. Due to the shareholder's status as a sophisticated
investor and its dealings with development companies generally, we deem the
shareholder sophisticated for the purposes of Section 4(2) of the Act.

In March 2003 we issued and sold 300,000 shares of common stock at a price of
$.09 per share to a consultant in lieu of cash for a consulting agreement. We
relied upon the exemption from registration as set forth in Section 4(2) of the
Securities Act of 1933 (the "Act") for the issuance of these shares. The
shareholder took the shares for investment purposes without a view to
distribution and had access to information concerning TVGR and our business
prospects, as required by the Securities Act. In addition, there was no general
solicitation or advertising for the issuance and sale of the shares. The
shareholder was permitted access to our management for the purpose of acquiring
investment information. Due to the shareholder's status as a sophisticated
investor and its dealings with development companies generally, we deem the
shareholder sophisticated for the purposes of Section 4(2) of the Act.

In April 2003 we issued and sold 1,678,022 shares of common stock at a price of
$.09 per share and 300,000 shares of common stock at a price of $.05 per share
in connection with a stock purchase agreement. We relied upon the exemption from
registration as set forth in Section 4(2) of the Securities Act of 1933 (the
"Act") for the issuance of these shares. The shareholder took the shares for
investment purposes without a view to distribution and had access to information
concerning TVGR and our business prospects, as required by the Securities Act.
In addition, there was no general solicitation or advertising for the issuance
and sale of the shares. The shareholder was permitted access to our management
for the purpose of acquiring investment information. Due to the shareholder's
status as a sophisticated investor and its dealings with development companies
generally, we deem the shareholder sophisticated for the purposes of Section
4(2) of the Act.

In July 2003 we issued options to purchase 50,000 shares of common stock at a
price of $.125 per share, expiring on July 17, 2005, to our legal counsel in
lieu of cash fees. We relied upon the exemption from registration as set forth
in Section 4(2) of the Securities Act of 1933 (the "Act") for the issuance of
these shares. The shareholder took the shares for investment purposes without a
view to distribution and had access to information concerning TVGR and our


                                      13

<PAGE>

business prospects, as required by the Securities Act. In addition, there was no
general solicitation or advertising for the issuance and sale of the shares. The
shareholder was permitted access to our management for the purpose of acquiring
investment information. Due to the shareholder's status as a sophisticated
investor and its dealings with development companies generally, we deem the
shareholder sophisticated for the purposes of Section 4(2) of the Act.

In September 2003 we issued 20,000 shares of common stock at a price of $.09 per
share to a consultant in lieu of cash consulting fees. We relied upon the
exemption from registration as set forth in Section 4(2) of the Securities Act
of 1933 (the "Act") for the issuance of these shares. The shareholder took the
shares for investment purposes without a view to distribution and had access to
information concerning TVGR and our business prospects, as required by the
Securities Act. In addition, there was no general solicitation or advertising
for the issuance and sale of the shares. The shareholder was permitted access to
our management for the purpose of acquiring investment information. Due to the
shareholder's status as a sophisticated investor and its dealings with
development companies generally, we deem the shareholder sophisticated for the
purposes of Section 4(2) of the Act.

In April, May and September 2003 we issued and sold a total 603,846 shares of
common stock at sale prices ranging from $.04 of $.09 per share, for total
consideration of $35,000 in connection with a private placement transaction. We
relied upon the exemption from registration as set forth in Section 4(2) of the
Securities Act of 1933 (the "Act") for the issuance of these shares. The
shareholders took the shares for investment purposes without a view to
distribution and had access to information concerning TVGR and our business
prospects, as required by the Securities Act. In addition, there was no general
solicitation or advertising for the issuance and sale of the shares. The
shareholders were permitted access to our management for the purpose of
acquiring investment information. Due to the shareholders' status as
sophisticated investors and their dealings with development companies generally,
we deem the shareholders sophisticated for the purposes of Section 4(2) of the
Act.

In January 2004 we issued options to purchase 100,000 shares of common stock at
a price of $.05 per share to an executive officer of our company. We relied upon
the exemption from registration as set forth in Section 4(2) of the Securities
Act of 1933 (the "Act") for the issuance of these shares. The shareholder took
the shares for investment purposes without a view to distribution and had access
to information concerning TVGR and our business prospects, as required by the
Securities Act. In addition, there was no general solicitation or advertising
for the issuance and sale of the shares. Due to the shareholder's status as a
sophisticated investor and its dealings with development companies generally, we
deem the shareholder sophisticated for the purposes of Section 4(2) of the Act.

In January 2004 we issued options to purchase 100,000 shares of common stock at
a price of $.05 per share to an executive officer of our company. We relied upon
the exemption from registration as set forth in Section 4(2) of the Securities
Act of 1933 (the "Act") for the issuance of these shares. The shareholder took
the shares for investment purposes without a view to distribution and had access
to information concerning TVGR and our business prospects, as required by the
Securities Act. In addition, there was no general solicitation or advertising
for the issuance and sale of the shares. Due to the shareholder's status as a
sophisticated investor and its dealings with development companies generally, we
deem the shareholder sophisticated for the purposes of Section 4(2) of the Act.

In April 2004 we issued and sold 1,000,000 shares of common stock at a sale
price of $.045 per share in connection with a private placement transaction. We
relied upon the exemption from registration as set forth in Section 4(2) of the
Securities Act of 1933 (the "Act") for the issuance of these shares. The
shareholder took the shares for investment purposes without a view to
distribution and had access to information concerning TVGR and our business
prospects, as required by the Securities Act. In addition, there was no general
solicitation or advertising for the issuance and sale of the shares. The
shareholder was permitted access to our management for the purpose of acquiring
investment information. Due to the shareholder's status as a sophisticated
investor and its dealings with development companies generally, we deem the
shareholder sophisticated for the purposes of Section 4(2) of the Act.


                                      14

<PAGE>

In August 2004 we issued 29,114 shares of common stock at a price of $.063 per
share to an accountant in lieu of cash fees. We relied upon the exemption from
registration as set forth in Section 4(2) of the Securities Act of 1933 (the
"Act") for the issuance of these shares. The shareholder took the shares for
investment purposes without a view to distribution and had access to information
concerning TVGR and our business prospects, as required by the Securities Act.
In addition, there was no general solicitation or advertising for the issuance
and sale of the shares. The shareholder was permitted access to our management
for the purpose of acquiring investment information. Due to the shareholder's
status as a sophisticated investor and its dealings with development companies
generally, we deem the shareholder sophisticated for the purposes of Section
4(2) of the Act.

In October 2004 we issued 600,000 shares of common stock at a price of $.05 per
share to our legal counsel in lieu of cash fees. We relied upon the exemption
from registration as set forth in Section 4(2) of the Securities Act of 1933
(the "Act") for the issuance of these shares. The shareholder took the shares
for investment purposes without a view to distribution and had access to
information concerning TVGR and our business prospects, as required by the
Securities Act. In addition, there was no general solicitation or advertising
for the issuance and sale of the shares. The shareholder was permitted access to
our management for the purpose of acquiring investment information. Due to the
shareholder's status as a sophisticated investor and its dealings with
development companies generally, we deem the shareholder sophisticated for the
purposes of Section 4(2) of the Act.

In October 2004 we issued 5,860,998 shares of common stock at a price of $.05
per share to an executive officer of our company in lieu of accrued and unpaid
salary. We relied upon the exemption from registration as set forth in Section
4(2) of the Securities Act of 1933 (the "Act") for the issuance of these shares.
The shareholder took the shares for investment purposes without a view to
distribution and had access to information concerning TVGR and our business
prospects, as required by the Securities Act. In addition, there was no general
solicitation or advertising for the issuance and sale of the shares. Due to the
shareholder's status as a sophisticated investor and its dealings with
development companies generally, we deem the shareholder sophisticated for the
purposes of Section 4(2) of the Act.

In October 2004 we issued 4,560,999 shares of common stock at a price of $.05
per share to an executive officer of our company in lieu of accrued and unpaid
salary. We relied upon the exemption from registration as set forth in Section
4(2) of the Securities Act of 1933 (the "Act") for the issuance of these shares.
The shareholder took the shares for investment purposes without a view to
distribution and had access to information concerning TVGR and our business
prospects, as required by the Securities Act. In addition, there was no general
solicitation or advertising for the issuance and sale of the shares. Due to the
shareholder's status as a sophisticated investor and its dealings with
development companies generally, we deem the shareholder sophisticated for the
purposes of Section 4(2) of the Act.

In October 2004 we issued 55,000 shares of Series A Preferred Stock at a price
of $4.25 per share to an executive officer of our company in lieu of accrued and
unpaid salary in the amount of $233,000. We relied upon the exemption from
registration as set forth in Section 4(2) of the Securities Act of 1933 (the
"Act") for the issuance of these shares. The shareholder took the shares for
investment purposes without a view to distribution and had access to information
concerning TVGR and our business prospects, as required by the Securities Act.
In addition, there was no general solicitation or advertising for the issuance
and sale of the shares. Due to the shareholder's status as a sophisticated
investor and its dealings with development companies generally, we deem the
shareholder sophisticated for the purposes of Section 4(2) of the Act.

In October 2004 we issued 55,000 shares of Series A Preferred Stock at a price
of $4.25 per share to an executive officer of our company in lieu of accrued and
unpaid salary in the amount of $233,000. We relied upon the exemption from
registration as set forth in Section 4(2) of the Securities Act of 1933 (the
"Act") for the issuance of these shares. The shareholder took the shares for
investment purposes without a view to distribution and had access to information
concerning TVGR and our business prospects, as required by the Securities Act.
In addition, there was no general solicitation or advertising for the issuance
and sale of the shares. Due to the shareholder's status as a sophisticated
investor and its dealings with development companies generally, we deem the
shareholder sophisticated for the purposes of Section 4(2) of the Act.


                                      15

<PAGE>

In December 2004 we issued 1,000,000 shares of common stock at a price of $.061
per share to an existing shareholder in connection with a debt settlement
arrangement. We relied upon the exemption from registration as set forth in
Section 4(2) of the Securities Act of 1933 (the "Act") for the issuance of these
shares. The shareholder took the shares for investment purposes without a view
to distribution and had access to information concerning TVGR and our business
prospects, as required by the Securities Act. In addition, there was no general
solicitation or advertising for the issuance and sale of the shares. The
shareholder was permitted access to our management for the purpose of acquiring
investment information. Due to the shareholder's status as a sophisticated
investor and its dealings with development companies generally, we deem the
shareholder sophisticated for the purposes of Section 4(2) of the Act.

In December 2004 we issued 1,000,000 shares of common stock at a price of $.061
per share to our legal counsel in lieu of cash fees and in connection with the
surrender of a warrant to us. We relied upon the exemption from registration as
set forth in Section 4(2) of the Securities Act of 1933 (the "Act") for the
issuance of these shares. The shareholder took the shares for investment
purposes without a view to distribution and had access to information concerning
TVGR and our business prospects, as required by the Securities Act. In addition,
there was no general solicitation or advertising for the issuance and sale of
the shares. The shareholder was permitted access to our management for the
purpose of acquiring investment information. Due to the shareholder's status as
a sophisticated investor and its dealings with development companies generally,
we deem the shareholder sophisticated for the purposes of Section 4(2) of the
Act.

In December 2004 we issued 7,412,319 shares of common stock at a price of $.074
per share to an executive officer of our company in lieu of accrued and unpaid
salary. We relied upon the exemption from registration as set forth in Section
4(2) of the Securities Act of 1933 (the "Act") for the issuance of these shares.
The shareholder took the shares for investment purposes without a view to
distribution and had access to information concerning TVGR and our business
prospects, as required by the Securities Act. In addition, there was no general
solicitation or advertising for the issuance and sale of the shares. Due to the
shareholder's status as a sophisticated investor and its dealings with
development companies generally, we deem the shareholder sophisticated for the
purposes of Section 4(2) of the Act.

In December 2004 we issued 7,412,319 shares of common stock at a price of $.074
per share to an executive officer of our company in lieu of accrued and unpaid
salary. We relied upon the exemption from registration as set forth in Section
4(2) of the Securities Act of 1933 (the "Act") for the issuance of these shares.
The shareholder took the shares for investment purposes without a view to
distribution and had access to information concerning TVGR and our business
prospects, as required by the Securities Act. In addition, there was no general
solicitation or advertising for the issuance and sale of the shares. Due to the
shareholder's status as a sophisticated investor and its dealings with
development companies generally, we deem the shareholder sophisticated for the
purposes of Section 4(2) of the Act.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATION

Since 1996, Technology Visions 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,
Technology Visions 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, Technology Visions must complete additional testing. 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, Technology Visions intends
to market this product for use by the DOE or other applications where the
benefits of PET can be utilized.


                                      16

<PAGE>

Currently, Technology Visions is focused on developing GMENT. GMENT is licensed
exclusively to Technology Visions and is a trademark of Advanced Grout Systems.
GMENT is a cementitous based 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
low-level radioactive mixed waste.

In January 2002, Technology Visions entered into an exclusive Trademark License
and Technology Licensing Agreement with Advanced Grout Systems, Ltd. Terms of
the license allow Technology Visions 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
Technology Visions under the license include the United States of America and
any other countries of the world. Also, as part of the exclusive license,
Technology Visions 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 Technology Visions a contract to manage the
testing and evaluation of six in-situ grout candidate materials 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. 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 product selected to be
used in the Phase III Full-Scale Field Test (Cold Test Pit)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. Technology Visions, under the exclusive Trademark License and
Technology Licensing Agreement with Advanced Grout Systems, Ltd., provided 95
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.

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.

In December 2004, Bechtel issued an Engineering Design File (file) entitled,
Grout Selection Criteria and Recommendation for the Operable Unit 7-13 and 7-14
In Situ Grouting Project for the above described project. The File summarizes
some of the work completed for the SDA site previously performed under Phase I,
Phase II and Phase III. While previous work was conducted using surrogate waste,
the File includes results performed using waste sourced from the actual site


                                      17

<PAGE>

proposed for treatment. The File indicated that GMENT is the preferred
commercial INEEL field tested grout and had the lowest rate of leaching for
Technicium-99, a significant containment, of any field-tested cementitous grout.
However, because of revised inventory and containment mobility data, additional
risk assessment modeling will be required to determine whether there is
sufficient risk driver for the project to proceed.

Technology Visions believes that the approval of the GMENT product 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, Technology Visions 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 GMENT may have end
use application.

In addition to its focus specifically on GMENT applications and the PET
Technology, Technology Visions 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, Technology Visions 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 Technology Visions believes that based on the
developments to date, the company should anticipate a commercial product in the
next 12 to 18 months provided the requirements pertaining to risk assessment
outlined in the File can be favorably met and final governmental approval is
received. However, Technology Visions' 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, Technology Visions will have minimal or no operating revenues but will
continue to incur substantial expenses. Technology Visions 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, Technology Visions 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 Technology Visions.

Technology Visions' 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. Technology Visions 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. Technology Visions 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 Technology Visions 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 our GMENT technology at the Idaho Falls
site. Technology Visions is currently moving into position to begin the
marketing and commercialization phase of its development.

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.


                                      18

<PAGE>

On September 14, 2004, the Company engaged Longenecker and Associates to assist
the Company in its efforts to identify projects and key individuals at various
DOE locations where its technologies may have application. To date, these
efforts have resulted in introductions at DOE headquarters, Idaho Completion
Project at Idaho Falls and at the Hanford, Washington DOE site.

CRITICAL ACCOUNTING POLICIES

Our financial statements and related public financial information are based on
the application of accounting principles generally accepted in the United States
("GAAP"). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, and expense amounts reported. These estimates can also
affect supplemental information contained in the external disclosures of the
Company including information regarding contingencies, risk and financial
condition. We believe our use of estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. Valuations based
on estimates are reviewed for reasonableness and conservatism on a consistent
basis throughout the Company. Primary areas where our financial information is
subject to the use of estimates, assumptions and the application of judgment
include our 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 us through future operations. We base
our estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.

VALUATION OF LONG-LIVED AND INTANGIBLE ASSETS

The recoverability of these assets requires considerable judgment and is
evaluated on an annual basis or more frequently if events or circumstances
indicate that the assets may be impaired. As it relates to definite life
intangible assets, we apply the impairment rules as required by SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and Assets to Be Disposed
Of" which requires significant judgment and assumptions related to the expected
future cash flows attributable to the intangible asset. The impact of modifying
any of these assumptions can have a significant impact on the estimate of fair
value and, thus, the recoverability of the asset.

INCOME TAXES

We recognize deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities. We regularly review our deferred tax assets for recoverability and
establish a valuation allowance based upon historical losses, projected future
taxable income and the expected timing of the reversals of existing temporary
differences. During 2003, we estimated the allowance on net deferred tax assets
to be one-hundred percent of the net deferred tax assets.

RESULTS OF OPERATIONS

Year Ended December 31, 2004  Compared to Year Ended December 31, 2003
----------------------------------------------------------------------

Technology Visions has not had any revenues since inception (January 1, 1995)
through December 31,2004. Accordingly, the Company has, and continues to be, a
development-stage company. With any development-stage company of this nature
there are inherent risks, which may prohibit Technology Visions from reaching
commercial viability. 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 and Technology Visions will continue
to incur losses. Until completion of the final development of a technology and
the commencement of sales, Technology Visions will have no operating revenues
but will continue to incur substantial expenses.

General and administrative expenses were $624,731 in the current fiscal year
compared to $625,901 in the comparable period last year. The increase is due to
increased professional and consulting fees, as we move into the new phase of
operations. We are continuing to maintain minimal overhead. Included in such
amounts are salaries accrued for two officers in the amount of $304,940 and


                                      19

<PAGE>

$315,200 respectively, under the terms of their employment contracts, including
amounts recorded as additional compensation for stock options granted. The main
difference is in the value of the stock options granted. From inception, general
and administrative expenses were $7,702,034 and the compensatory element of
stock and stock options was $2,285,506.

Research and development costs for GMENT were $-0- in the fiscal years 2004 and
2003. No research projects were underway during either year. Volume II of the
"Final Results Report, In Situ Grout Technology for Application in Buried
Transuranic Waste Sites," was published in April 2003 by INEEL. Once we received
this report, it was determined that all the initial and intermediate testing and
evaluation of its GMENT technology at the Idaho Falls site had been completed.
The test results using surrogate waste are now being confirmed substituting
actual radioactive waste. Therefore, there have been no expenditures during the
year ended December 31, 2004 and 2003 for research and development. Technology
Visions has recorded these costs as net of reimbursements from subcontractors.

LIQUIDITY AND CAPITAL RESOURCES

Technology Visions continues to incur operating losses as a result of being a
development-stage company.

For the years ended December 31, 2004 and 2003, Technology Visions incurred net
losses of approximately $758,205 and $720,194, respectively. As of December 31,
2004, the Company had a stockholders' deficiency and a working capital
deficiency of approximately $1,852,247 and $1,857,112, respectively. Also, the
Company is in arrears with substantially all of its payables. We require
additional funds to move into the marketing and commercialization of our
technologies. From inception (January 1, 1995), Technology Visions has incurred
net losses of $11,868,376. The report of Technology Visions' independent
certified public accountants notes that Technology Visions is a
development-stage company with no revenues from its intended operations, has
recurring losses and has a working capital deficiency and stockholders'
deficiency at December 31, 2004 and these conditions raise substantial doubt
about Technology Vision's ability to continue as a going concern.

Net cash used by operating activities was $271,093 compared to $257,794 for the
years ended December 31, 2004 and 2003, respectively, for an increase of
$13,299. We had cash of approximately $98,336 at December 31, 2004.

Net cash provided by financing activities was $370,000 for the current year
compared to $234,009 for the prior year for an increase of $135,901. Of this
amount, $45,000 and $35,000 came from the sale of stock for the years ended
December 31, 2004 and 2003, respectively. Fiscal year 2004 included $5,000 in
payment of officer loans, $240,000 in loan proceeds from Fusion Capital and
$90,000 from the stock purchase agreement with Fusion Capital. Fiscal year 2003
included $139,099 in proceeds from stockholder loans, $20,000 from the stock
agreement with Fusion Capital and $40,000 in loan proceeds.

To date, Technology Visions has funded its operations from the private sales of
common stock or notes, most of which have been converted into common stock, and
a self-underwritten public offering of $1,000,000 of common stock under Rule 504
of Regulation D. These sales have been able to fund only minimal operations and
technological developments. Development and exploitation of technologies have
been delayed by lack of adequate funding.

Technology Visions is exploring additional sources of working capital including
borrowing, sales of securities, joint ventures and licensing of technologies.
Management believes that Technology Visions can raise adequate capital to keep
the Company functioning at a minimum level of operation in the next fiscal year.
However, there can be no assurances that management will be successful in
obtaining adequate funding to complete development of its technology or that if
any technology is fully developed, it can be manufactured on a large-scale basis
or at a feasible cost. Further, no assurance can be given that any technology
will receive market acceptance.

In April 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 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. These shares were registered on a Form SB-2


                                      20

<PAGE>

that became effective July 16, 2003. During the current fiscal year, Fusion
Capital has purchased $5,312,094 shares of the Company's common stock for
$290,000 as compared to 371,438 shares of the Company's common stock for $20,000
in the prior year as part of this agreement. In addition, Fusion loaned the
Company $40,000 and $30,000 during the years ended December 31, 2004 and 2003,
respectively against future purchases of shares under the Stock Purchase
Agreement. In the fourth quarter of 2004, Fusion Capital converted the total
loan amount of $70,000 into $1,400,000 shares of the Company's common stock.

Technology Visions does not expect to make any significant capital purchases in
2005, except for possible equipment for the PET or GMENT treatment systems.

ITEM 7. FINANCIAL STATEMENTS

The Company's audited financial statements are listed in the Index to Financial
Statements and included elsewhere herein as a part of this Annual Report on Form
10-KSB.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On October 10, 2003, pursuant to the approval of the Board of Directors of
Technology Visions, Technology Visions dismissed the accounting firm of
McKennon, Wilson & Morgan LLP as its independent auditors. On October 10, 2003,
Technology Visions engaged the accounting firm of Kabani & Company, Inc.,
C.P.A.'s, located in Huntington Beach, California, as its new independent
accountants. This information was previously reported in the Company's Form 8-K
dated October 10, 2003.

ITEM 8A. CONTROLS AND PROCEDURES

(a) As of the end of the period covered by this report, the Chief Executive
Officer and the Chief Financial Officer made an evaluation of the company's
disclosure controls and procedures (as defined in ss.240.13a-15(e) or
240.15d-15(e) of the Securities Exchange Act). Based on the evaluation of these

controls and procedures required by paragraph (b) of Rule 13a-15 or 15d-15 under
the Exchange Act, in their opinion, the disclosure controls and procedures are
effective.

(b) During the most recent fiscal year, there have not been any significant
changes in our internal controls over financial reporting or in other factors
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT, COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT; CODE OF ETHICS

The following table sets forth information concerning the directors and
executive officers of Technology Visions:
<TABLE>
<S>     <C>

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

</TABLE>

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


                                      21

<PAGE>

         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.

All directors hold office until the next annual meeting of the stockholders and
until their successors have been elected and qualified. The board of directors
elects officers annually. There are no family relationships between any of the
Technology Visions' directors and officers. There are no arrangements or
understandings between any director or executive officer and any other person
pursuant to which any person has been elected or nominated as a director or
executive officer.

Audit Committee Financial Expert

The Company does not have an audit committee as it is still a development stage
company.

SECTION 16(a) - BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Technology
Visions' executive officers and directors, and persons who beneficially own more
than 10% of Technology Visions' stock, to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% beneficial owners are
required by applicable regulations to furnish Technology Visions with copies of
all Section 16(a) forms they file.

Based solely upon a review of the copies of the forms furnished to Technology
Visions and information involving securities transactions of which Technology
Visions is aware, Technology Visions is aware of two officers and directors who
failed to timely file reports required by Section 16(a) of the Exchange Act
during the year ended December 31, 2004. Mr. Giansiracusa and Mr. James Lahey
each late filed a Form 5 on April 15, 2005.

CODE OF ETHICS

We have adopted a code of ethics that applies to our board of directors and a
code of ethics for our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions. These codes of ethics will be provided to any person without charge,
upon request, by sending such request to us at our principal office. The Code of
Ethics was most recently filed with 2003 10-KSB

ITEM 10. EXECUTIVE COMPENSATION

CASH COMPENSATION

The following table presents, for each of the last three fiscal years, the
annual compensation earned by the chief executive officer and the most highly
compensated executive officers of Technology Visions for the three fiscal years
ended December 31, 2004:


                                      22

<PAGE>

                       TABLE 1. SUMMARY COMPENSATION TABLE

Name and
Other Annual                Underlying
Position                       Year          Salary
---------------------          ----          -----------------------
                               2004          $150,000 (1)(2)(4)(5)
James B. Lahey                 2003          $150,000 (1)(2)(4)(5)
CEO, President                 2002          $150,000 (1)(2)(4)(5)


                               2004          $150,000 (1)(3)(4)(5)
James A. Giansiracusa          2003          $150,000 (1)(3)(4)(5)
COO, CFO, Secretary            2002          $150,000 (1)(3) 4)(5)


         (1) These amounts have not been paid. Mr. Lahey and Mr. Giansiracusa
have agreed to defer their compensation in favor of the company's operations and
progress. As described in note 5 below, accrued but unpaid salary, debt and
interest has been, and will be, converted into common stock in connection with
the Merger.

         (2) These amounts have not been fully paid. At December 31, 2004, Mr.
Lahey was owed $416,339for unpaid salary and accrued interest.

         (3) These amounts have not been fully paid. At December 31, 2004, Mr.
Giansiracusa was owed $108,455for unpaid salary and accrued interest.

         (4) In October 2004, $228,049 of accrued but unpaid salary in favor of
Mr. Lahey was converted into 4,560,988 shares of common stock of the Company and
$293,049 of accrued but unpaid salary of Mr. Giansiracusa was converted into
5,860,988 shares of common stock of the Company. The accrued but unpaid salary
was converted in common stock at the rate of $0.05 per share, reflecting the
average of the trading price of the common stock for the ten day period od
October 11, 2004 through October 22, 2004.

         (5) As of December 31, 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
Company. 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
company. 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.

         It is projected that we will still have accrued but unpaid salary and
accrued interest, and debt and accrued interest subject to conversion to common
stock at the time of the merger. Salary and accrued interest for the current
officers is $656,382 and $119,950 for a former officer. Debt and accrued
interest is $467,631 for current officers. Salaries will continue to accrue
until the closing of the Merger at the rate of $25,000 per month, plus interest
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, resulting in the issuance to each of them of an
additional 180,000 shares of common stock.

         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.

EMPLOYMENT AGREEMENTS

On January 1, 2002, the Company renewed its employment agreements with its
current officers, James Lahey and James Giansiracusa. The two agreements provide
for annual salaries of $150,000 each, expire January 1, 2004, and provide for
automatic annual renewals thereafter. In addition to the salaries, the agreement


                                      23

<PAGE>

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, 2008. A total of 200,000 option shares
were granted to the officers during the year 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. The Series A Convertible Preferred stock
has been cancelled.

On February 1, 2005, the current officers, James Lahey and James Giansiracusa in
connection with the Merger Agreement, agreed to waive that portion of their
employment contracts relating to the grant of Series A Convertible Preferred
Stock and the non-qualified stock options and as such no additional shares have
accrued to them.

COMPENSATION OF DIRECTORS

Outside non-officer directors receive $500 for each director's meeting
physically attended, plus out-of-pocket expenses incurred in connection with
attending these meetings.

The compensation of officers and directors is subject to review and adjustment
from time to time by the Board of Directors.


ITEM 11. 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 and preferred stock computed as of
December 31, 2004, 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 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
910 West San Marcos Boulevard, Suite 102, San Marcos, California
92078.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 do not give effect to the proposed
twelve-for-one reverse stock split described under Action 2.


                                      24

<PAGE>

                                                      COMMON STOCK
                                         ---------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNERS,
DIRECTORS AND NAMED EXECUTIVE OFFICERS           AMOUNT(1)                %
--------------------------------------------------------------------------------
Mr. James B. Lahey                              13,560,452 (4)         13.6%

CHIEF EXECUTIVE OFFICER, CHAIRMAN OF
THE BOARD AND DIRECTOR

Mr. James A. Giansiracusa                      13,833,307 (5)          13.8%

CHIEF OPERATING OFFICER, SECRETARY AND
DIRECTOR                                          650,000                  *

William Whelen, Jr.                               600,000                  *

DIRECTOR

R.P. Brittingham Family Limited
  Partnership                                   6,302,292 (2)            6.3%

Benveniste Family Trust                         5,814,538(7)             5.8%

O.G. Sansone                                    5,133,143 (6)            5.1%

Fusion Capital Partners,LLC                     6,605,354                6.6%

Directors and Executive Officers, as a
  group (3 members)                            28,283,759               28.2%

         *Indicates less than one percent.

1.       Does not reflect the proposed reverse stock split of twelve-to-one that
         is a part of the pending Merger and will be effective only upon the
         filing of certain 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 over which she claims beneficial
         ownership. The address for Ms. Brittingham is 509 South Old mill Road,
         Dover, DE 19901.
3.       Includes 13,380,452 shares held personally by Mr. Lahey.
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 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 benefical 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.


         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 the company. 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 but 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 May 31, 2005, we anticipate that approximately $491,720 of accrued


                                      25

<PAGE>

salary and interest owing to Mr. Lahey will be converted into 6,644,863 shares
of common stock, and $164,663 of accrued salary and interest owing to Mr.
Giansiracusa will be converted into 2,225,169 shares of common stock. In
addition, we anticipate $415,651 of accrued debt and interest owing to Mr. Lahey
will be into 5,616,903 shares of common stock and $51,981 of accrued debt and
interest owing to Mr. Giansiracusa will be converted to 702,441 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
price of the common stock of $0.08 per share and an exercise price of $0.05 per
share. 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.

         Immediately following the Merger, Mr. Lahey will own 25,822,215 shares
of common stock, representing 0.86% of the fully diluted capitalization of the
company, and Mr. Giansiracusa will own 16,760,917 shares of common stock,
representing 0.56% of the fully diluted capitalization of the company. The
foregoing share numbers do not reflect the twelve for one reverse stock split
which is a condition to the closing of the Merger. The terms of the employment
agreements between Mr. Lahey and Mr. Giansiracusa do not grant any 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. In addition, Mr. Giansiracusa will serve on the board of director and
he may be eligible to receive stock or options issued to directors, at the
discretion of the board of directors following the Merger.


INDIVIDUAL COMPENSATION ARRANGEMENTS

In 2000, Technology Visions entered into a consulting agreement with Richard O.
Weed, an attorney, for legal services. In connection with this agreement, the
company granted Mr. Weed an option to purchase 150,000 shares of common stock at
an exercise price of $.45 per share. These options expire December 31, 2004. In
February 2002, for further compensation, Mr. Weed was granted an additional
option to purchase 250,000 shares of common stock at an exercise price of $.15
per share. These options expire February 7, 2005. Under Mr. Weed's agreement
with the company, he is entitled to options to purchase 50,000 share of common
stock every six months. The exercise price of the option is 125% of the fair
market value on the day of the grant. The options expire three years from
issuance. On July 17, 2002, Mr. Weed was granted options to purchase 50,000
shares at an exercise price of $.0875 per share, expiring July 17, 2005. On
January 17, 2003, Mr. Weed was granted options to purchase 50,000 shares at an
exercise price of $.125 per share, expiring January 17, 2006. On July 17, 2003,
Mr. Weed was granted options to purchase 50,000 shares at an exercise price of
$.125 per share, expiring July 17, 2006. On January 17, 2004, Mr. Weed was
granted options to purchase 50,00 shares at an exercise price of &.13 per share,
expiring January 17, 2007. On July 17, 2004 Mr. Weed was granted options to
purchase 50,00 shares to an exercise price of $.055 per share expiring July 17,
2007. Total expense for the granting of these options was $4,750. On November
19, 2004, the Company and Mr. Weed entered into an agreement whereby the 650,000
options shares were surrendered and cancelled and in exchange Mr. Weed received
1,000,000 shares of our common stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 27, 1997, Technology Visions entered into an installment loan agreement
with an individual shareholder to borrow $300,000, payable in $100,000
installments on May 27, 1997, September 5, 1997 and December 3, 1997. As of
December 31, 1998, the shareholder had advanced Technology Visions $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 a minimum
semi-annual interest payment of $6,000 commencing December 6, 1997, which was


                                      26

<PAGE>

paid in January 1998. Technology Visions has defaulted on its remaining
semi-annual interest payments. In November 2004, $20,250 of the principle was
converted into 330,612 shares of our common stock. At December 31, 2004, the
balance of the loan was $279,250 and accrued interest was $256,637. The
installment note is collateralized by Technology Visions' rights, titles and
patents, to a technology known as the Polymer Encapsulation Technology.

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. In November 2004, the
principle of this loan was converted into 163,265 shares of our common stock.
Accrued interest remained unpaid and at December 31, 2003 was $1,500.

On November 19, 2004, subject the individual shareholder agreed to convert a
portion of the outstanding debt into 1,00,000 shares at a conversion rate of
&0.061 per share and these shares were issued to the shareholder. In December
2004, the agreement was amended and the shareholder agreed to convert the
remaining loan balance and interest of &551,450 into an additional 7,710,770
shares at a conversion rate of $0.074 per share, subject to the consummation of
the merger.

As of December 31, 2004, James Lahey and James Giansiracusa, officers of the
company advanced the company a total of $327,439 for funding the continuing
operations of the company. The loans bear interest between 8% and 10% per annum
and are convertible into common stock at a 20% discount to the average five-day
market price prior to the conversion date. Accrued interest on these loans
totals $128,384 as of December 31, 2004. In April 2002, the officers agreed to
forbear any collection of this debt until January 1, 2005.

In April 2002, James Lahey, James Giansiracusa, and Stephen Prewett, a former
officer of the Company, agreed to waive any default resulting from unpaid
amounts due to them for compensation effective until December 31, 2003. At that
time, 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. Accrued officer's compensation unpaid at December 31,
2004 totaled $492,601, and accrued interest totaled $152,142.

During the quarter ended December 31, 2004, accrued but unpaid salary in the
amount of $776,561 owing to James Lahey was converted into 11,973,307 shares of
common stock. Accrued but unpaid salary in the amount of $841,561 owing to James
Giansiracusa was converted into 13,273,307 shares of common stock. The
conversion rate for the forgoing issuances ranged between $0.05 and $0.074 per
share,.

ITEM 13. EXHIBITS

EXHIBITS

(3.1)    Articles of Incorporation. (1)
(3.2)    Certificate of Amendment to Articles of Incorporation. (3)
(3.3)    Amended and Restated By-laws. (1)
(4.1)    Form of Common Stock Certificate of Orbit Technologies, Inc. (1)
(4.2)    Certificate of Determination of the Rights and Preferences of Preferred
         Stock of Orbit Technologies, Inc. (1)
(10.9)   2002 Non-Qualified Stock Option Plan (2)
(10.10)  Employment Agreement with James B. Lahey(5)
(10.11)  Employment Agreement with James A. Giansiracusa(5)
(10.12)  Trademark License and Technology Agreement with Advanced Grout Systems,
         Ltd (3)
(10.13)  Fee Agreement for Professional Services with Richard O. Weed (2)(4)
(14.1)   Code of Ethics for the Board of Directors (6) (14.2) Code of Ethics for
         Executive Officers (6) (31.1) Certification of the Chief Executive
         Officer of Technology Visions Group, Inc. pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002
(31.2)   Certification of the Chief Financial Officer of Technology Visions
         Group, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32.1)   Certification of the Chief Executive Officer and Chief Financial
         Officer of Technology Visions Group, Inc. pursuant to Section 906 of
         the Sarbanes Oxley Act of 2002

Note: Certain previously filed exhibits are no longer being incorporated by
reference (and therefore not numerically listed) as the underlying documents
have either expired or are no longer material or relevant.


                                      27

<PAGE>

         (1) Previously filed as part of the Form 10-SB filed in May 1995 and
amendments thereto which are hereby incorporated by reference.

         (2) Previously filed as an exhibit to Technology Visions' Form S-8
filed February 22, 2002 (File No. 333-83192)

         (3) Previously filed as part of the Form 10-KSB for the Period Ending
December 31, 2001.

         (4) Previously filed as an exhibit to Technology Visions' Form S-8
filed November 1, 2000 (File No. 333-49220)

         (5) Previously filed as part of the Form 10-KSB for the Period Ending
December 31, 2002.

         (6) Previously filed as part of the Form 10-KSB for the Period Ending
December 31, 2003.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the registrant's
annual financial statements and review of financial statements included in the
registrant's Form 10-QSB or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years were $35,050 and $34,000 for the years ended December 31,
2004 and 2003, respectively.

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit or review of the registrant's financial statements and
not reported under Item 1 were $-0- and $11,000 for the years ended December 31,
2004 and 2003, respectively. The nature of the services comprising such fees was
the review of the Form SB-2 filed by the Company.

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice and
tax planning were $1,500 and $2,750. The nature of the services comprising such
fees was preparation of tax returns for the Company.

(4) All Other Fees

There were no other fees billed in each of the last two fiscal years for
products and services provided by the principal accountant, other than services
listed in Items 1 to 3 above.

Policy On Audit Committee Pre-Approval Of Audit And Permissible Non-Audit
Services Of Independent Auditors

The Company currently does not have a designated Audit Committee, and
accordingly, the Company's Board of Directors' policy is to pre-approve all
audit and permissible non-audit services provided by the independent auditors.
These services may include audit services, audit-related services, tax services
and other services. Pre-approval is generally provided for up to one year and
any pre-approval is detailed as to the particular service or category of
services and is generally subject to a specific budget. The independent auditors
and management are required to periodically report to the Company's Board of
Directors regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to
date. The Board of Directors may also pre-approve particular services on a
case-by-case basis.


                                      28

<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
                                   Technology Visions Group, Inc.

Date:    April 15, 2005            By: /S/ JAMES B. LAHEY
                                       -------------------------------------

                                   Name:  James B. Lahey
                                   Title: Chief Executive Officer
                                          Chairman of the Board of Directors

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


           NAME                            TITLE                     DATE
           ----                            -----                     ----
/S/ JAMES B. LAHEY            Chief Executive Officer and         April 15, 2005
-------------------------     Chairman of the Board (Chief
James B. Lahey                Executive Officer)


/S/ JAMES A. GIANSIRACUSA     Chief Operating Officer, Chief      April 15, 2005
-------------------------     Financial Officer (Chief
James A. Giansiracusa         Financial and Accounting
                              Officer), Secretary, and Director




/S/ WILLIAM N. WHELEN         Director                            April 15, 2005
-------------------------
William N. Whelen, Jr.


<PAGE>

<TABLE>
                                        TECHNOLOGY VISIONS GROUP, INC.
                                        (A DEVELOPMENT-STAGE COMPANY)

                                        INDEX TO FINANCIAL STATEMENTS
                                        -----------------------------


Description                                                                                              Page
-----------                                                                                              ----

<S>                                                                                                         <C>
Report of Independent Registered Public Accounting Firm...................................................F-2

Balance Sheet as of December 31, 2004.....................................................................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.......................................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.............................................................................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...........................F-8

Notes to Financial Statements............................................................................F-10


                                                     F-1
</TABLE>
<PAGE>

             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
<PAGE>

                         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
<PAGE>

<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
                                                -------------     -------------     -------------
<S>                                             <C>               <C>               <C>
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
</TABLE>
<PAGE>

<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
                                 ---------------------------------------------------------------------------------------------------
<S>                              <C>          <C>            <C>            <C>            <C>           <C>           <C>
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
</TABLE>
<PAGE>

<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
                                 ---------------------------------------------------------------------------------------------------
<S>                              <C>          <C>            <C>            <C>            <C>           <C>           <C>
      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
</TABLE>
<PAGE>
<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
                                 ---------------------------------------------------------------------------------------------------
<S>                              <C>          <C>            <C>            <C>            <C>           <C>           <C>
      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
</TABLE>
<PAGE>

<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
                                                           -------------     -------------     -------------
<S>                                                        <C>               <C>               <C>
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
</TABLE>
<PAGE>

<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
                                                             ------------    ----------    -----------
<S>                                                          <C>             <C>           <C>
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
</TABLE>
<PAGE>

                         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
<PAGE>

                         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
<PAGE>

                         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
<PAGE>

                         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
<PAGE>

                         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:

<TABLE>
                                                           2004              2003
                                                       -------------     -------------
<S>                                                    <C>               <C>
         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)
                                                       =============     =============
</TABLE>

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
<PAGE>

                         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
<PAGE>

                         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
<PAGE>

                         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:

<TABLE>
                  Notes                    Interest Rate    Principal Balance    Accrued Interest
------------------------------------------------------------------------------------------------
<S>                                          <C>   <C>      <C>                 <C>
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
                                                            ================    ================
</TABLE>

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
<PAGE>

                         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
<PAGE>

                         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
<PAGE>

                         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
<PAGE>

                         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
<PAGE>

                         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
<PAGE>

                         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:

<TABLE>
                                                                               Exercise
                                                                Options           Price
                                                              -----------  --------------
<S>                                                            <C>         <C>      <C>
         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
                                                              ===========
</TABLE>


                                             F-23
<PAGE>

                         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
<PAGE>

                         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
<PAGE>

                         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