##### 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, 2007
 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.
 (formerly Technology Visions, Inc.)
  Delaware
    
    84-1010269(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 
   
  þ o
  o þ
  o þ




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##### 



PART IItem 1.
    
    Financial StatementsConsolidated Balance Sheet on September 30, 2007 (Unaudited)
    
    
    3Consolidated Statement of Operations for the three and nine month periods ended September 30, 2007 and 2006(Unaudited)
    
    
    4Consolidated Statement of Cash Flows for the nine month periods ended September 30, 2007 and 2006(Unaudited)
    
    
    5Notes to Consolidated Financial Statements (Unaudited)
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 3.
    
    Controls and Procedures
    
    
    29PART IIItem 1.
    
    Legal Proceedings
    
    
    29Item 2.
    
    Changes In Securities
    
    
    31Item 3.
    
    Defaults Upon Senior Securities
    
    
    31Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    31Item 5.
    
    Other Information
    
    
    31Item 6.
    
    Exhibits and Reports on Form 8-K
    
    
    31Signatures
    
    
    35EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
  2




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ASSETSCURRENT ASSETS:Cash & cash equivalents
    
    $
    751,756Accounts Receivable, Net
    
    
    80,999Inventory
    
    
    411,847Prepaid expenses
    
    
    35,781Total current assets
    
    
    1,280,382PROPERTY AND EQUIPMENT, net
    
    
    289,803DEPOSITS
    
    
    165,483$
    1,735,668LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Accounts payable and accrued expenses
    
    $
    3,987,874Loan payable  officers
    
    
    127,609Customer deposits
    
    
    1,114,350Notes payable  officers
    
    
    926,408Notes payable  related party
    
    
    148,204Convertible notes payable- net of beneficial conversion feature
    
    
    4,381,981Total current liabilities
    
    
    10,686,426LONG TERM LIABILITIES:Convertible notes payable- net of beneficial conversion feature
    
    
    16,263,281Notes payables
    
    
    1,700,000Notes payables officers
    
    
    400,000Total long term liabilities
    
    
    18,363,281COMMITMENTS AND CONTINGENCIES
    
    
    STOCKHOLDERS DEFICITSeries A convertible preferred stock, $0.001 par value; 2,000,000 shares
authorized, none issued and outstanding
    
    
    Common stock, $0.001 par value; 500,000,000 shares authorized; 271,229,807
shares issued and outstanding
    
    
    271,230Additional paid in capital
    
    
    50,714,082Accumulated deficit
    
    
    (77,308,974
    )Other comprehensive loss
    
    
    (990,376
    )Total stockholders deficit
    
    
    (27,314,039
    )$
    1,735,668
  3




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THREE MONTHS
    
    
    THREE MONTHS
    
    
    NINE MONTHS
    
    
    NINE MONTHS2007
    
    
    2006
    
    
    2007
    
    
    2006NET SALES
    
    $
    34,833
    
    
    $
    133,360
    
    
    $
    173,811
    
    
    $
    530,160COST OF GOODS SOLD(1)
    
    
    676,893
    
    
    
    544,969
    
    
    
    1,584,468
    
    
    
    1,598,649GROSS LOSS
    
    
    (642,060
    )
    
    
    (411,609
    )
    
    
    (1,410,657
    )
    
    
    (1,068,490
    )OPERATING EXPENSES:Research and development(1)
    
    
    114,553
    
    
    
    173,283
    
    
    
    391,301
    
    
    
    445,889General and administrative(1)
    
    
    1,054,538
    
    
    
    955,498
    
    
    
    3,237,697
    
    
    
    3,398,526Sales and marketing(1)
    
    
    130,916
    
    
    
    353,567
    
    
    
    465,339
    
    
    
    1,347,483Total operating expenses
    
    
    1,300,007
    
    
    
    1,482,347
    
    
    
    4,094,337
    
    
    
    5,191,898OPERATING LOSS
    
    
    (1,942,067
    )
    
    
    (1,893,956
    )
    
    
    (5,504,994
    )
    
    
    (6,260,388
    )OTHER INCOME (EXPENSE)Interest Income
    
    
    4,926
    
    
    
    4,246
    
    
    
    13,366
    
    
    
    19,074Interest Expense(2)
    
    
    (998,992
    )
    
    
    (907,910
    )
    
    
    (3,182,660
    )
    
    
    (2,950,168
    )Other Income (Expense)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total other income (expense),
net
    
    
    (994,066
    )
    
    
    (903,664
    )
    
    
    (3,169,294
    )
    
    
    (2,931,094
    )NET LOSS
    
    
    (2,936,132
    )
    
    
    (2,797,619
    )
    
    
    (8,674,288
    )
    
    
    (9,191,482
    )OTHER COMPREHENSIVE GAIN (LOSS)Translation adjustment
    
    
    (42,442
    )
    
    
    (19,721
    )
    
    
    (53,212
    )
    
    
    (30,494
    )COMPREHENSIVE LOSS
    
    $
    (2,978,575
    )
    
    $
    (2,817,341
    )
    
    $
    (8,727,500
    )
    
    $
    (9,221,976
    )BASIC AND DILUTED NET LOSS PER SHARE
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.03
    )
    
    $
    (0.05
    )BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING*
    
    
    271,229,807
    
    
    
    210,969,512
    
    
    
    265,214,687
    
    
    
    194,435,240
 
 *
    
    Weighted average number of shares used to compute basic and diluted loss per share is the same
since the effect of dilutive securities is anti-dilutive.The accompanying notes are an integral part of these consolidated financial statements.(1)
    
    Includes stock-based compensation charges (credits) of: Cost of good sold
    
    $
    15,128
    
    
    $
    15,128
    
    
    $
    45,384
    
    
    $
    117,016Research and development
    
    
    14,208
    
    
    
    14,208
    
    
    
    42,624
    
    
    
    47,642General and administrative
    
    
    49,115
    
    
    
    46,078
    
    
    
    147,345
    
    
    
    464,140Sales and Marketing
    
    
    4,181
    
    
    
    8,781
    
    
    
    12,543
    
    
    
    77,632(2)     Includes amortization of
beneficial conversion feature
and warrants issued of:
    
    $
    312,462
    
    
    $
    753,904
    
    
    $
    1,463,068
    
    
    $
    1,622,535
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2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (8,674,288
    )
    
    $
    (9,191,482
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    174,317
    
    
    
    225,645Beneficial conversion feature
    
    
    1,463,068
    
    
    
    1,622,535Stock based compensation
expenses  employees
    
    
    247,896
    
    
    
    706,430Stock based compensation
expenses  non employees
    
    
    121,239
    
    
    
    78,318Interest expenses converted
into shares
    
    
    1,477,387
    
    
    
    (Increase) decrease in current assets:Accounts receivables
    
    
    9,593
    
    
    
    (21,296
    )Inventory
    
    
    46,942
    
    
    
    (390,490
    )Prepaid expenses
    
    
    126,245
    
    
    
    226,809Increase (decrease) in current liabilities:Accounts payable and accrued
liabilities
    
    
    (41,074
    )
    
    
    1,357,102Accrued payroll
    
    
    22,682
    
    
    
    (286,951
    )Customer deposits
    
    
    (25,625
    )
    
    
    (15,250
    )Total Adjustments
    
    
    3,622,670
    
    
    
    3,502,850Net cash used for operating
activities
    
    
    (5,051,617
    )
    
    
    (5,688,632
    )CASH FLOWS INVESTING ACTIVITIES:Acquisition of property and
equipment, net
    
    
    (41,933
    )
    
    
    (149,503
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from private
placements
    
    
    
    
    
    
    4,080,000Proceeds from notes payable
    
    
    4,600,000
    
    
    
    750,000Net cash provided by financing activities
    
    
    4,600,000
    
    
    
    4,830,000Effect of rate changes on cash and cash
equivalents
    
    
    7,151
    
    
    
    5,915NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
    
    
    (486,399
    )
    
    
    (1,002,221
    )CASH & CASH EQUIVALENTS, BEGINNING BALANCE
    
    
    1,238,154
    
    
    
    2,317,003CASH & CASH EQUIVALENTS, ENDING BALANCE
    
    $
    751,756
    
    
    $
    1,314,783SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Interest paid
    
    $
    
    
    
    $
    Income taxes
    
    $
    
    
    
    $
    
  5




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 .
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AggregateWeighted
    
    
    IntrinsicTotal
    
    
    price
    
    
    ValueOUTSTANDING, DECEMBER 31, 2006
    
    
    42,617,899
    
    
    $
    0.103Granted in 2007
    
    
    2,400,000
    
    
    $
    0.0700Cancelled in 2007
    
    
    Exercised in 2007
    
    
    OUTSTANDING, SEPTEMBER 30, 2007
    
    
    45,017,899
    
    
    $
    0.101
    
    
    $
    920,122
      September 302007Raw material/WIP
    
    $
    514,843Work in process
    
    
    106,488Finished goods
    
    
    140,516761,847Less: Reserve for obsolescence
    
    
    (350,000
    )$
    411,847
   September 302007Computers
    
    $
    365,582Office furniture and fixtures
    
    
    583,497Machinery and equipment
    
    
    2,633,0493,582,128Less: Accumulated depreciation
    
    
    (3,292,325
    )$
    289,803
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September 302007Accounts payable   trade creditors
    
    $
    422,976Accounts payable   legal and professional
    
    
    1,061,650Accrued expenses
    
    
    165,764Accrued compensation
    
    
    2,093,384Accrued interest payable
    
    
    244,100Total accounts payable & accrued expenses
    
    $
    3,987,874
     Opening balance per January 1st, 2007
    
    $
    1,139,975Applied against shipments
    
    
    25,625Ending balance per September 30, 2007
    
    $
    1,114,350
  st st
  September 302007Notes payable with interest at 8%
due and demandable on December 31, 2007
    
    $
    148,204
   st st
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September 302007Notes payable to officer on demand
bearing interest rate of 8%, unsecured
    
    $
    926,408
          12




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1.
    
    the shares of Common Stock issuable upon conversion of any principal or interest due
under any notes issued in connection with any of the Whitebox financings;2.
    
    the shares of Common Stock issued in connection with any Whitebox financings;3.
    
    the shares of Common Stock issuable upon exercise of any warrants issued in connection
with any Whitebox financings; and4.
    
    the shares of Common Stock issuable upon conversion of principal or interest due under
the note issued to Synapse Capital, LLC in connection with the settlement of the
shareholder litigation.
  17




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September 302007Whitebox I
    
    $
    6,746,500Whitebox II
    
    
    3,090,000Whitebox III
    
    
    7,210,000Interest 3rd QTR
    
    
    457,720Idylwood Partners LLP
    
    
    750,000Whitebox V
    
    
    1,500,000Whitebox VI
    
    
    1,500,000Interest 3rd QTR
    
    
    60,000Synapse settlement note
    
    
    400,000Whitebox VIII
    
    
    1,000,000$
    22,714,220Debt issue costs
    
    
    (270,331
    )Loan commitment expenses
    
    
    (434,437
    )Beneficial conversion feature
    
    
    (1,364,190
    )$
    20,645,262Classified as current liability
    
    $
    4,381,981Classified as long term liabilty
    
    $
    16,263,281
 18




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Intrinsic
    
    
    Intrinsic
    
    
    Intrinsic
    
    
    IntrinsicConversion
    
    
    Conversion
    
    
    value per
    
    
    value per
    
    
    value per
    
    
    value pershares
    
    
    price
    
    
    December
    
    
    end March
    
    
    end June
    
    
    end SeptWhitebox I
    
    
    84,331,250
    
    
    $
    0.0800
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Whitebox II
    
    
    38,625,000
    
    
    
    0.0800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Whitebox III
    
    
    90,125,000
    
    
    
    0.0800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest 3rd QTR
    
    
    5,721,500
    
    
    
    0.0800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Idylwood Partners
LLP
    
    
    15,151,515
    
    
    
    0.0495
    
    
    
    7,576
    
    
    
    310,606
    
    
    
    340,909
    
    
    
    310,606Whitebox V
    
    
    33,333,333
    
    
    
    0.0450
    
    
    
    166,667
    
    
    
    833,333
    
    
    
    900,000
    
    
    
    833,333Whitebox VI
    
    
    33,333,333
    
    
    
    0.0450
    
    
    
    
    
    
    
    833,333
    
    
    
    900,000
    
    
    
    833,333Interest 3rd QTR
    
    
    1,333,333
    
    
    
    0.0450
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,333Synapse settlement
note
    
    
    2,666,667
    
    
    
    0.1500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Whitebox VIII
    
    
    14,285,714
    
    
    
    0.0700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    318,906,646
    
    
    
    
    
    
    $
    174,242
    
    
    $
    1,977,273
    
    
    $
    2,140,909
    
    
    $
    2,010,606
    plus
 plus
  19




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plus
     2nd
  nd
 20




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2nd
   Remaining
    
    
    AggregateLife in
    
    
    IntrinsicTotal
    
    
    Price
    
    
    years
    
    
    ValueWarrants issued in 2004
    
    
    6,311,951
    
    
    $
    0.6259
    
    
    
    1.8
    
    
    $Warrants Fusion
    
    
    1,220,565
    
    
    
    0.4464
    
    
    
    2.8Warrants Whitebox I
    
    
    14,423,512
    
    
    
    0.4541
    
    
    
    2.2Warrants Whitebox II
    
    
    1,666,667
    
    
    
    0.4500
    
    
    
    2.7Warrants Whitebox III
    
    
    1,609,197
    
    
    
    0.4500
    
    
    
    3.2Warrants Whitebox IV
    
    
    10,400,000
    
    
    
    0.0913
    
    
    
    4.5Cancelled in 2007
    
    
    
    
    
    
    
    
    
    
    Exercised in 2007
    
    
    
    
    
    
    
    
    
    
    Outstanding September 2007
    
    
    35,631,891
    
    
    $
    0.3780
    
    
    
    2.9
    
    
    $
    
     21




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Millenium Litigation
  Shareholder Litigation
   Patent Infringement Litigation
    22




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Item 2.
 
      23




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Financial Condition and Results of Operations for the three and nine month periods ended September
30, 2007 compared to three and nine month periods ended September 30, 2006
      26




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Three months
    
    Three months
    
    Year to date
    
    Year to date2007
    
    2006
    
    2007
    
    2006Interest expensesNote payable related
party in Euros
    
    $
    2,984
    
    
    $
    2,633
    
    
    $
    8,956
    
    
    $
    7,680Note payable officer
    
    
    18,528
    
    
    
    17,156
    
    
    
    55,584
    
    
    
    51,467Whitebox I
    
    
    226,958
    
    
    
    196,500
    
    
    
    619,958
    
    
    
    589,500Fusion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,971WhiteboxII
    
    
    103,950
    
    
    
    64,000
    
    
    
    283,950
    
    
    
    184,000Whitebox III
    
    
    188,875
    
    
    
    140,000
    
    
    
    468,875
    
    
    
    420,000Idylwood Partners L.P.
    
    
    15,000
    
    
    
    15,000
    
    
    
    45,000
    
    
    
    25,500Whitebox IV
    
    
    
    
    
    
    18,666
    
    
    
    
    
    
    
    21,444Whitebox V
    
    
    30,000
    
    
    
    
    
    
    
    90,000
    
    
    
    Whitebox VI
    
    
    30,000
    
    
    
    
    
    
    
    68,333
    
    
    
    Synapse
    
    
    8,000
    
    
    
    
    
    
    
    10,667
    
    
    
    Whitebox VII
    
    
    50,233
    
    
    
    
    
    
    
    56,267
    
    
    
    Officers
    
    
    10,000
    
    
    
    
    
    
    
    10,000
    
    
    
    Whitebox VIII
    
    
    2,000
    
    
    
    
    
    
    
    2,000
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,071$
    686,530
    
    
    $
    453,955
    
    
    $
    1,719,592
    
    
    $
    1,327,633Beneficial conversion amortizationWhitebox I
    
    $
    
    
    
    $
    291,377
    
    
    $
    582,754
    
    
    $
    874,132Fusion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144,153Whitebox II
    
    
    
    
    
    
    33,938
    
    
    
    67,876
    
    
    
    101,814Repricing warrants Whitebox II
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,362Whitebox III
    
    
    155,102
    
    
    
    128,640
    
    
    
    444,369
    
    
    
    368,555Loan Commitment warrants
    
    
    51,596
    
    
    
    
    
    
    
    51,596
    
    
    
    Repricing warrants Whitebox III
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,520Idylwood Partners L.P.
    
    
    
    
    
    
    
    
    
    
    34,722
    
    
    
    Whitebox V
    
    
    105,764
    
    
    
    
    
    
    
    281,751
    
    
    
    Total conversion feature expense
    
    $
    312,462
    
    
    $
    453,955
    
    
    $
    1,463,068
    
    
    $
    1,622,536Total interest and conversion expenses
    
    $
    998,991
    
    
    $
    907,910
    
    
    $
    3,182,659
    
    
    $
    2,950,169
    28




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ITEM 3
     
 PART II: OTHER INFORMATION
 
 ITEM 1
 Millenium Litigation
  Shareholder Litigaiton
   29




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Patent Infringement Litigation
  30




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ITEM 2
  
 ITEM 3
  
 ITEM 4
  
 ITEM 5
  
 ITEM 6
  3.1
    
    
    Certificate of Incorporation13.2
    
    
    Certificate of Amendment to Certificate of Incorporation23.3
    
    
    Certificate of Amendment to Certificate of Incorporation73.4
    
    
    Certificate of Merger73.5
    
    
    Bylaws74.1
    
    
    Form of Common Stock Certificate110.1
    
    
    Sutura Inc. 2001 Stock Option Plan710.2
    
    
    Sutura Inc. 1999 Stock Option Plan710.3
    
    
    Employment Agreement with Egbert Ratering710.4
    
    
    Employment Agreement with Anthony Nobles710.5
    
    
    Sutura Inc. 2006 Stock Option Plan710.6
    
    
    Lease for Fountain Valley Location710.7
    
    
    Sucor License Agreement710.8
    
    
    Sterilis License Agreement7
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10.9
    
    
    Option and Distribution Agreement with Getz Bros. & Co., Inc., dated September 20, 2002710.10
    
    
    Convertible Promissory Note in Favor of Getz Bros. & Co., Inc., dated September 20, 2002710.11
    
    
    Purchase Agreement, dated as of September 17, 2004 by and between Sutura, Inc. and certain other
parties thereto.310.12
    
    
    Purchase Agreement, dated as of March 24, 2005 by and between Sutura, Inc. and certain other
parties thereto.310.13
    
    
    Form of Secured Convertible Promissory Note, dated September 17, 2004.310.14
    
    
    Form of Secured Convertible Promissory Note dated March 24, 2005.310.15
    
    
    Form of Warrant, dated September 17, 2004.310.16
    
    
    Form of Warrant dated, March 24, 2005.310.17
    
    
    Purchase Agreement, dated September 9, 2005 by and between Sutura, Inc. and certain other parties
thereto.310.18
    
    
    Second Amended Security Agreement, dated September 9, 2005 by and between Sutura, Inc. and certain
other parties thereto.310.19
    
    
    Second Amended Patent and Trademark Security Agreement, dated September 7, 2005 by and between
Sutura, Inc. and certain other parties thereto.310.20
    
    
    Second Amended Registration Rights Agreement, dated September 7, 2005 by and between Sutura, Inc.
and certain other parties thereto.310.21
    
    
    Form of Secured Convertible Promissory Note, dated September 7, 2005.310.22
    
    
    Form of Warrant dated September 7, 2004.3
 32




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##### Table of Contents



10.23
    
    
    Amendment to Secured Convertible Promissory Notes and Warrants, dated September 7, 2005 by and between
Sutura, Inc. and certain other parties thereto.310.24
    
    
    Amendment to Secured Convertible Promissory Notes and Warrants, dated June 30, 2006 by and between Sutura,
Inc. and certain other parties thereto.410.25
    
    
    Agreement and Plan of Merger dated November 22, 2004.510.26
    
    
    Distributor Agreement with Getz Bros & Co., Inc. dated September 20, 2002. 710.27
    
    
    Distribution Agreement with The Lifemed Group, Inc. dated January 16, 2006.710.28
    
    
    Form of Secured Convertible Promissory Note, dated June 7, 2006.810.29
    
    
    Third Amended Security Agreement, dated June 7, 2006, by and between Sutura, Inc., and certain other parties
thereto.810.30
    
    
    Third Amended Patent and Trademark Security Agreement, dated June 7, 2006, by and between Sutura, Inc., and
certain other parties thereto.810.31
    
    
    Form of Secured Convertible Promissory Note, dated June 28, 2006.910.32
    
    
    Fourth Amended Security Agreement, dated June 28, 2006, by and between Sutura, Inc., and certain other
parties thereto.910.33
    
    
    Fourth Amended Patent and Trademark Security Agreement, dated June 28, 2006, by and between Sutura, Inc.,
and certain other parties thereto.910.34
    
    
    Securities Purchase Agreement dated, August 25, 2006, by and between Sutura, Inc., and certain other parties
thereto.1010.35
    
    
    Third Amended Registration Rights Agreement, dated August 25, 2006, by and between Sutura, Inc., and certain
other parties thereto.1010.36
    
    
    Side Agreement, dated August 25, 2006, by and between Sutura, Inc., and certain parties thereto.1010.37
    
    
    Form of Warrant, dated August 25, 2006.1010.38
    
    
    Purchase Agreement, dated December 13, 2006.1110.39
    
    
    Form of Secured Convertible Promissory Note, dated December 13, 2006.1110.40
    
    
    Fourth Amended Security Agreement, dated December 13, 2006, by and between Sutura, Inc. and certain other
parties thereto.1110.41
    
    
    Fourth Amended Patent and Trademark Security Agreement, dated December 13, 2006, by and between Sutura,
Inc., and certain other parties thereto.1110.42
    
    
    Fourth Amended Registration Rights Agreement, dated December 13, 2006, by and between Sutura, Inc., and
certain other parties thereto.1110.43
    
    
    Form of Unsecured Promissory Note, dated May 18, 2006.1210.44
    
    
    Form of Unsecured Promissory Note, dated June 13, 2006.1310.45
    
    

Settlement Agreement and Release.1410.46
    
    

Secured Convertible Promissory Note, dated June 1, 2007.14
 33




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##### Table of Contents



10.47
    
    
    Fifth Amended Patent and Trademark Security Agreement, dated June 1, 2007, by and between Sutura, Inc., and
certain other parties
thereto.1410.48
    
    
    Fifth Amended Security Agreement, dated June 1, 2007, by and between Sutura, Inc. and certain other parties
thereto.1410.49
    
    
    Fourth Amended Registration Rights Agreement, dated June 1, 2007, by and between Sutura, Inc., and certain
other parties
thereto.1410.50
    
    

Promissory
Note, dated July 2, 2007.1510.51
    
    

Promissory Note, dated July 16, 2007.1610.52
    
    

Convertible Promissory Note, dated September 21, 2007.1710.53
    
    
    Amendment to Secured Convertible Promissory Notes, dated July 1, 2007 by and between Sutura, Inc. and
certain other parties
thereto.1814.1
    
    
    Code of ethics for the Board of Directors.614.2
    
    
    Code of ethics for Executive Officers.631.1
    
    
    Certification of the Chief Executive Officer of Sutura, Inc. pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    
    Certification of the Chief Financial Officer of Sutura, 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 Sutura, Inc. pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
 
 1
    
    Previously filed as part of the Form 10-KSB filed in May 1995 and amendments
thereto which are hereby incorporated by reference.2
    
    Previously filed as part of the Form 10-KSB for the period ending December 31, 2001.3
    
    Previously filed as an Exhibit to Form 8-K, filed on September 13, 2005.4
    
    Previously filed as an Exhibit to Form 8-K filed on June 30, 2006.5
    
    Previously filed as an Exhibit to Form 8-K filed on December 1, 2004.6
    
    Previously filed as part of the Form 10-KSB for the period ending December 31, 2003.7
    
    Previously filed as part of the Form 10-KSB for the period ending December 31, 2005.8
    
    Previously filed as an Exhibit to Form 8-K filed on June 13, 2006.9
    
    Previously filed as an Exhibit to Form 8-K filed on July 3, 2006.10
    
    Previously filed as an Exhibit to Form 8-K filed on August 31, 2006.11
    
    Previously filed as an Exhibit to Form 8-K filed on December 18, 2006.12
    
    Previously filed as an Exhibit to Form 8-K filed on May 24, 2007.13
    
    Previously filed as an Exhibit to Form 8-K filed on July 6, 2007.14
    
    Previously filed as an Exhibit to Form 10-QSB filed on
August 20, 2007.15
    
    Previously filed as an Exhibit to Form 8-K filed on July 6, 2007.16
    
    Previously filed as an Exhibit to Form 8-K filed on
July 19, 2007.17
    
    Previously filed as an Exhibit to Form 8-K filed on
September 25, 2007.18
    
    Previously filed as an Exhibit to Form 8-K filed on
September 18, 2007.   34




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##### Table of Contents



SUTURA, INC.RegistrantDate: November 19, 2007
    

By:  /s/
David TeckmanDavid Teckman, President and Chief Executive OfficerDate: November 19, 2006
    

By:  /s/
Richard BjorkmanRichard Bjorkman, Chief Financial Officer 35