##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended: September 30, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
transition period from  to
 Commission File Number: 000-25548
 SUTURA, INC.
  
  Delaware
    
    84-1010269(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 
   
  þ o
  o þ
  o þ




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PagePART IItem 1.
    
    Financial Statements
    
    1Consolidated Balance Sheet on September 30, 2005 (Unaudited)
    
    1Consolidated
Statement of Operations for the three month and nine month periods
ended September 30, 2005 and 2004  (Unaudited)
    
    2Consolidated Statement of Cash Flows for the nine month periods ended September 30, 2005 and 2004 (Unaudited)
    
    3Notes to Consolidated Financial Statements (Unaudited)
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    12Item 3.
    
    Controls and Procedures
    
    16PART IIItem 1.
    
    Legal Proceedings
    
    16Item 2.
    
    Changes In Securities
    
    17Item 3.
    
    Defaults Upon Senior Securities
    
    17Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    17Item 5.
    
    Information
    
    17Item 6.
    
    Exhibits and Reports on Form 8-K
    
    17Signatures
    
    17Exhibit 31.1Exhibit 31.2Exhibit 32.1




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PART I: FINANCIAL INFORMATION
 
 Item 1.
  
    2,005ASSETSCURRENT ASSETS:Cash & cash equivalents
    
    $
    5,048,298Accounts Receivable, Net
    
    
    38,435Inventory
    
    
    194,836Prepaid expenses
    
    
    6,560Total current assets
    
    
    5,288,129PROPERTY AND EQUIPMENT, net
    
    
    540,571DEPOSITS
    
    
    111,283Total assets
    
    $
    5,939,983LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Accounts payable and accrued expenses
    
    $
    4,718,510Loan payable  officers
    
    
    146,739Customer deposits
    
    
    1,170,975Notes payable  officers
    
    
    686,618Notes payable
    
    
    96,464Convertible notes payable-net of beneficial conversion feature
    
    
    11,536,023Total current liabilities
    
    
    18,355,329COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS DEFICITCommon stock, $0.001 par value; 500,000,000 shares authorized;
185,417,246 shares issued and outstanding
    
    
    185,417Additional paid in capital
    
    
    43,635,823Accumulated deficit
    
    
    (55,341,706
    )Other comprehensive loss
    
    
    (894,881
    )Total stockholders deficit
    
    
    (12,415,346
    )$
    5,939,983
  1.




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THREE MONTHS
    
    
    THREE MONTHS
    
    
    NINE MONTHS
    
    
    NINE MONTHSENDED SEPT
    
    
    ENDED SEPT
    
    
    ENDED SEPT
    
    
    ENDED SEPT2005
    
    
    2004
    
    
    2005
    
    
    2004Net sales
    
    $
    50,190
    
    
    $
    913
    
    
    $
    128,173
    
    
    $
    27,237Cost of goods sold
    
    
    547,529
    
    
    
    198,756
    
    
    
    1,377,434
    
    
    
    594,003Gross loss
    
    
    (497,339
    )
    
    
    (197,843
    )
    
    
    (1,249,261
    )
    
    
    (566,766
    )Operating expenses:Depreciation and amortization
    
    
    11,082
    
    
    
    38,235
    
    
    
    36,778
    
    
    
    114,777Research and development
    
    
    177,589
    
    
    
    51,497
    
    
    
    369,896
    
    
    
    144,700General and administrative
    
    
    3,323,750
    
    
    
    1,123,250
    
    
    
    4,566,398
    
    
    
    2,703,728Sales and marketing
    
    
    471,668
    
    
    
    219,385
    
    
    
    895,548
    
    
    
    492,722Total operating expenses
    
    
    3,984,089
    
    
    
    1,432,366
    
    
    
    5,868,619
    
    
    
    3,455,927Operating loss
    
    
    (4,481,428
    )
    
    
    (1,630,209
    )
    
    
    (7,117,880
    )
    
    
    (4,022,693
    )Other Income (Expense)Interest Income
    
    
    1,090
    
    
    
    
    
    
    
    2,104
    
    
    
    Interest Expense
    
    
    (314,441
    )
    
    
    (172,582
    )
    
    
    (951,137
    )
    
    
    (407,988
    )Beneficial conversion feature
    
    
    (1,321,434
    )
    
    
    (60,605
    )
    
    
    (3,046,752
    )
    
    
    (60,605
    )Other Income (Expense)
    
    
    303,657
    
    
    
    522,677
    
    
    
    5,287
    
    
    
    448,774Total other income (expense), net
    
    
    (1,331,128
    )
    
    
    289,490
    
    
    
    (3,990,498
    )
    
    
    (19,819
    )Net loss
    
    
    (5,812,556
    )
    
    
    (1,340,719
    )
    
    
    (11,108,378
    )
    
    
    (4,042,511
    )Other Comprehensive Gain (Loss)Translation adjustment
    
    
    (298,171
    )
    
    
    (51,867
    )
    
    
    60,153
    
    
    
    36,283Comprehensive Loss
    
    $
    (6,110,727
    )
    
    $
    (1,392,585
    )
    
    $
    (11,048,225
    )
    
    $
    (4,006,228
    )*Basic and diluted net loss per share
    
    $
    (0.03
    )
    
    $
    (0.01
    )
    
    $
    (0.07
    )
    
    $
    (0.03
    )*Basic and diluted weighted average shares outstanding
    
    
    172,156,675
    
    
    
    160,796,014
    
    
    
    163,952,251
    
    
    
    160,589,907
 
 *
    
    Weighted average number of shares used to compute basic and diluted loss per share
is the same since the effect of dilutive securities is anti-dilutive.  2.




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NINE MONTHS
    
    
    NINE MONTHSENDED SEPT
    
    
    ENDED SEPT2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (11,108,378
    )
    
    $
    (4,042,511
    )Adjustments to reconcile net loss to net cash used in
operating activities:Depreciation and amortization
    
    
    237,117
    
    
    
    361,774Beneficial conversion feature
    
    
    3,046,752
    
    
    
    60,605Common shares issued for services
    
    
    
    
    
    
    60,900Stock based compensation expenses- employees
    
    
    2,125,097
    
    
    
    793,440Stock based compensation expenses- non employees
    
    
    
    
    
    
    481,228(Increase) decrease in current assets:Accounts receivables
    
    
    (38,435
    )
    
    
    17,031Inventory
    
    
    (194,837
    )
    
    
    Prepaid expenses
    
    
    (72,716
    )
    
    
    (53,066
    )Increase (decrease) in current liabilities:Accounts payable and accrued liabilities
    
    
    445,683
    
    
    
    (380,584
    )Accrued payroll
    
    
    (141,808
    )
    
    
    572,306Customer deposits
    
    
    (3,317
    )
    
    
    Total Adjustments
    
    
    5,403,536
    
    
    
    1,913,634Net cash used for operating activities
    
    
    (5,704,842
    )
    
    
    (2,128,877
    )CASH FLOWS INVESTING ACTIVITIES:Acquisition of property and equipment, net
    
    
    (88,772
    )
    
    
    15,180Cash balance Tvgr Subsidiary
    
    
    1,703
    
    
    
    Total cash flow investing activities
    
    
    (87,069
    )
    
    
    15,180CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from shares issued
    
    
    100,015
    
    
    
    510,077Proceeds from warrants issued
    
    
    
    
    
    
    695,126Proceeds from notes payable
    
    
    10,500,000
    
    
    
    6,431,979Notes payables paid
    
    
    (383,535
    )
    
    
    (2,000,000
    )Buy back of common stock
    
    
    
    
    
    
    (375,000
    )Net cash provided by financing activities
    
    
    10,216,480
    
    
    
    5,262,182NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
    
    
    4,424,569
    
    
    
    3,148,485CASH & CASH EQUIVALENTS, BEGINNING BALANCE
    
    
    623,729
    
    
    
    CASH & CASH EQUIVALENTS, ENDING BALANCE
    
    $
    5,048,298
    
    
    $
    3,148,486SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Interest paid
    
    $
    1,347,648
    
    
    $
    Income taxes
    
    $
    
    
    
    $
    
  3.




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4.




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THREE MONTHS
    
    THREE MONTHS
    
    NINE MONTHS
    
    NINE MONTHSENDED SEPT
    
    ENDED SEPT
    
    ENDED SEPT
    
    ENDED SEPT2005
    
    2004
    
    2005
    
    2004Net loss, as reported
    
    $
    (5,812,556
    )
    
    $
    (1,340,719
    )
    
    $
    (11,108,378
    )
    
    $
    (4,042,511
    )Deduct: Total stock-based
employee compensation expense determined under
fair-value based method
for all awards
    
    
    (29,677
    )
    
    
    (22,258
    )
    
    
    (89,030
    )
    
    
    (139,865
    )Pro forma net loss
    
    
    (5,842,232
    )
    
    
    (1,362,976
    )
    
    
    (11,197,409
    )
    
    
    (4,182,376
    )Basic and diluted weighted
average shares outstanding
    
    
    172,156,675
    
    
    
    160,796,014
    
    
    
    163,952,251
    
    
    
    160,589,907Basic and diluted as reported
    
    $
    (0.03
    )
    
    $
    (0.01
    )
    
    $
    (0.07
    )
    
    $
    (0.03
    )Basic and diluted pro forma
    
    
    (0.03
    )
    
    
    (0.01
    )
    
    
    (0.07
    )
    
    
    (0.03
    )
     September 30,2005Raw Materials/WIP
    
    $
    243,284Finished goods
    
    
    51,552Total inventory
    
    
    294,836Reserve for obsolescence
    
    $
    (100,000
    )Net inventory
    
    $
    194,836
 5.




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September 30,2005Computers
    
    $
    343,022Office furniture and fixtures
    
    
    580,109Machinery & equipment
    
    
    2,357,3893,280,520Less: Accumulated depreciation
    
    
    (2,739,949
    )$
    540,571
   September 30,2005Accounts payable  trade creditors
    
    $
    656,407Accounts payable  legal and professional
    
    
    990,948Accrued expenses
    
    
    275,367Accrued compensation
    
    
    2,590,119Accrued interest payable
    
    
    205,669$
    4,718,510
   September 30,2005$
    96,09550,644$
    146,739
      September 30,2005Note payable with interest at 8% per annum,
due and demandable on December 31, 2005.
    
    $
    96,464
  6.




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September 30,2005Note payable to officer payable on demand bearing interest rate of 8%, unsecured
    
    $
    686,618
       7.




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
    
    File with the SEC, within 150 days after August
19, 2005, a shelf registration statement covering
resales of those securities;
    
    Cause the shelf registration statement to be
declared effective under the Securities Act of
1933, as amended (the Securities Act) within
seven months of the Merger; and
    
    Keep effective the shelf registration statement
until the earliest of (i) the sale of all
outstanding securities registered under the shelf
registration statement; (ii) the expiration of the
period referred to in Rule 144(k) of the
Securities Act with respect to the shares of
common stock issuable upon conversion of the notes
or exercise of the Warrants and (iii) five years
after the effective date of the shelf registration
statement.
    8.




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September 30,2005Whitebox 1
    
    $
    6,550,000Fusion Capital
    
    
    500,000Whitebox 2
    
    
    3,000,000Whitebox 3
    
    
    7,000,00017,050,000Beneficial conversion feature
    
    
    (5,513,977
    )$
    11,536,023
   9.




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1999 Plan
    
    
    2001 plan
    
    
    TVGR
    
    
    Total
    
    
    Weighted priceOUTSTANDING, DECEMBER 2004
    
    
    1,647,000
    
    
    
    307,000
    
    
    
    
    
    
    
    1,954,000
    
    
    $
    2.34Conversion to new shares
    
    
    21.6956
    
    
    
    21.6956
    
    
    
    
    
    
    
    21.6956OUTSTANDING, DECEMBER 2004
    
    
    35,732,653
    
    
    
    6,660,549
    
    
    
    
    
    
    
    42,393,202
    
    
    $
    0.1079Granted in 2005
    
    
    
    
    
    
    
    
    
    
    816,667
    
    
    
    816,667
    
    
    $
    0.6000Cancelled in 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised in 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    OUTSTANDING, SEPTEMBER 2005
    
    
    35,732,653
    
    
    
    6,660,549
    
    
    
    816,667
    
    
    
    43,209,869
    
    
    $
    0.1172
   Total
    
    
    Total
    
    
    Price
    
    
    PriceWARRANTS OUTSTANDING
    
    Old
    
    
    New
    
    
    Old
    
    
    New
    
    
    LifeOUTSTANDING, DECEMBER 2004
    
    
    290,932
    
    
    
    6,311,944
    
    
    $
    13.58
    
    
    
    0.6259
    
    
    4.50 YearsGranted in 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancelled in 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised in 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    OUTSTANDING, SEPTEMBER 2005
    
    
    290,932
    
    
    
    6,311,944
    
    
    $
    13.58
    
    
    
    0.6259
    
    
    3.75 Years
    10.




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11.




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Item 2.
       12.




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13.




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Financial Condition and Results of Operations for the three and nine months ended
September 30, 2005 compared to three and nine months ended September 30, 2004
    14.




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15.




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ITEM 3
   
 PART II: OTHER INFORMATION
 
 ITEM 1
   16.




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ITEM 2
   
 ITEM 3
  
 ITEM 4
  
 ITEM 5
  
 ITEM 6
 Exhibits
 Exhibit 31.1
    
    Certification of the Chief Executive Officer of Technology Visions Group, Inc. pursuant to Section
302 of the Sarbanes-Oxley Act of 2002Exhibit 31.2
    
    Certification of the Chief Financial Officer of Technology Visions Group, Inc. pursuant to Section
302 of the Sarbanes-Oxley Act of 2002Exhibit 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
 
   SUTURA, INC.RegistrantDate: November 18, 2005
    
    By:
    
    /s/ Anthony NoblesAnthony Nobles, President and Chief Executive OfficerDate: November 18, 2005
    
    By:
    
    /s/ Egbert RateringEgbert Ratering, Chief Financial Officer