<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>v035742_sc13d.txt
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Sutura Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
869 542 100
(CUSIP Number)
Cheryl V. Reicin
Torys LLP
237 Park Avenue
New York, New York 10017
(212) 880-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 2006
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 10 Pages)
-----------------------------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
<PAGE>
CUSIP No. 869 542 100 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GO Industries Inc. 65-0896-988
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X] Joint Filing
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 13,585,600
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 13,585,600
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,585,600
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, HC
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The estate of Judy Novak
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X] Joint Filing
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 21,842
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 21,842
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,842
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alfred J. Novak
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X] Joint Filing
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 1,310,506
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 13,607,442
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,310,506
REPORTING --------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 13,607,442
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,917,948
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP No. 869 542 100 SCHEDULE 13D Page 5 of 10 pages
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock of Sutura, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 17080 Newhope Street, Fountain Valley, California 92708.
Item 2. Identity and Background.
This Schedule 13D is being filed by GO Industries Inc., a Florida
corporation ("GO Industries"), Alfred J. Novak ("Mr. Novak") and the estate of
Judy Novak (the "Estate") (collectively, the "Reporting Persons").
The principal business of GO Industries is investing in companies such as
the Issuer. Mr. Novak is the president and CEO and a director of GO Industries.
Carol Novak, the wife of Mr. Novak is the vice-president and a director of GO
Industries. The Estate is administered by Mr. Novak.
The address of each of the Reporting Persons is 6350 SW 92nd Street,
Miami, FL 33156. Each of the Reporting Persons that is an individual is a
citizen of the United States of America.
None of the Reporting Persons has, during the last five years, (1) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (2) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons acquired the shares that are the subject of this
filing as part of the merger of Sutura, Inc., a Delaware corporation ("Sutura")
with and into Technology Visions Group, Inc., the predecessor of the Issuer
("TVGR"). According to the Issuer's current report on Form 8-K dated August 19,
2005 (the "Merger 8-K"), on that date, Sutura was merged with and into TVGR
pursuant to the terms of that certain Agreement and Plan of Merger, dated
November 22, 2004, by and between Sutura and TVGR (such agreement the "Merger
Agreement" and the transaction described therein, the "Merger Transaction").
Under the Merger Transaction, the separate existence of Sutura ceased and TVGR,
as the Issuer, continued as the surviving corporation under Delaware law. As
part of the Merger Transaction, the name of TVGR was changed to Sutura, Inc.
Under the terms of the Merger Agreement, upon consummation of the Merger
Transaction, the shares of Sutura held by the Reporting Persons have been
exchanged for the right to receive shares of the Issuer. Prior to the Merger
Transaction, the Reporting Persons owned shares of Sutura. According to the
Merger 8-K, the Reporting Persons have a right to receive approximately
14,917,948 shares of the Issuer in the aggregate in connection with the Merger
Transaction.
<PAGE>
CUSIP No. 869 542 100 SCHEDULE 13D Page 6 of 10 pages
According to an Issuer press release dated January 13, 2006, the former
shareholders of Sutura are to be sent letters of transmittal to enable such
shareholders to exchange their shares of Sutura for shares of the Issuer.
However, since the date of the Merger 8-K, none of the Reporting Persons has
received a letter of transmittal from the Issuer nor any correspondence
confirming the issuance of shares to the Reporting Persons or the number of
shares of the Issuer to be issued. Therefore, for the purposes of this Schedule
13D, the Reporting Persons are relying exclusively on the Merger 8-K to
determine the number of shares of the Issuer to be issued to them pursuant to
the Merger Transaction.
Item 4. Purpose of Transaction.
See Item 3 which is incorporated by reference herein.
Each of the Reporting Persons acquired all of their shares of Sutura for
investment purposes and to their knowledge will receive shares of the Issuer
pursuant to the Merger Transaction. The Reporting Persons intend to review
continuously their respective equity positions in the Issuer. Depending upon
price and availability, subsequent developments affecting the Issuer, the
Issuer's business and prospects, other investment and business opportunities
available to the Reporting Persons, general stock market and economic
conditions, tax considerations and other factors deemed relevant, one or more
Reporting Persons may decide to increase, decrease or maintain the size of their
investment in the Issuer.
On June 30, 2005 the Reporting Persons, together with certain other former
shareholders of Sutura filed two complaints in the Superior Court of the State
of California, County of Orange - Central Justice Center. The first complaint,
Case No. 05-CC00136, is a shareholder derivative complaint seeking, among other
things, money damages and injunctive relief to prevent the consummation of the
Merger Transaction. The second complaint, Case No. 05-CC00137, seeks, among
other things, to remove Messrs. Anthony Nobles and Egbert Ratering from their
respective positions as directors of Sutura, as a predecessor of Issuer.
Except as described herein and in Item 6 below, none the Reporting Persons
has any plan or proposal which relates to, or could result in, any of the events
referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
However, the Reporting Persons will continue to review the business of the
Issuer and, depending upon one or more of the factors referred to above, may in
the future determine to take one or more of such actions.
Item 5. Interest in Securities of the Issuer.
<PAGE>
CUSIP No. 869 542 100 SCHEDULE 13D Page 7 of 10 pages
(a) As described in Section 2 above, according to the Merger 8-K, the
Reporting Persons will be issued approximately 14,917,948 shares of the Issuer
in the aggregate pursuant to the Merger Transaction. However, since none of the
Reporting Persons has received their notice of such issuance or a letter of
transmittal from the Issuer, the Reporting Persons cannot confirm the exact
number of shares of the Issuer to be issued to them in connection with the
Merger Transaction. According to the Issuer's latest quarterly report on Form
10-Q dated November 18, 2005, at November 15, 2005, 185,417,009 shares of common
stock of the Issuer were outstanding.
(b) GO Industries Inc. has sole voting power and sole dispositive power
with regard to 13,585,600 shares of the Issuer. The Estate has sole voting power
and sole dispositive power with regard to 21,842 shares of the Issuer. Mr. Novak
may be deemed to have shared voting power and shared dispositive power with
regard to all of the foregoing shares of the Issuer held by the other Reporting
Persons. Mr. Novak has sole voting power and sole dispositive power with regard
to 1,310,506 shares of the Issuer.
(c) Mr. Novak is the controlling shareholder of GO Industries. Mr. Novak
is the executor of the Estate. Mr. Novak, by virtue of his relationship with
each of the other Reporting Persons, may be deemed to beneficially own (as that
term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") the all of the shares of the Issuer that each of
the other Reporting Persons directly beneficially owns. Mr. Novak disclaims
beneficial ownership of such shares of the Issuer for all other purposes.
(d) Except as described in Item 3, there have not been any transactions in
the shares of the Issuer effected by or for the account of the Reporting Persons
during the 60 days prior to the date of this Schedule 13D.
(e) Except as described in this Item 5, to the best knowledge of the
Reporting Persons, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Persons are plaintiffs together with other shareholders
under the litigation described in Item 4. The plaintiffs have entered into an
agreement with respect the management and costs of the litigation. However, the
plaintiffs have not entered into any agreement to act together for the purpose
of acquiring, holding, voting or disposing of equity securities of the Issuer,
nor have they entered into any contracts, arrangements, understandings or
relationships with respect to other matter listed in Item 6 of Schedule 13D. The
Reporting Persons disclaim membership in any group with the other plaintiffs as
described in Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder.
<PAGE>
CUSIP No. 869 542 100 SCHEDULE 13D Page 8 of 10 pages
Except for the agreement and relationship listed in this Item 6, to the
best knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting
Persons and any other person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Exhibits.
None.
[Signature page follows.]
<PAGE>
CUSIP No. 869 542 100 SCHEDULE 13D Page 9 of 10 pages
Signature Page
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: February 13, 2006
GO INDUSTRIES INC.
By: /s/ Alfred J Novak
-----------------------------------
Alfred J. Novak
President and CEO
THE ESTATE OF JUDY NOVAK
By: /s/ Alfred J. Novak
-----------------------------------
Alfred J. Novak
Executor
By: /s/ Alfred J. Novak
-----------------------------------
Alfred J. Novak
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
<PAGE>
CUSIP No. 869 542 100 SCHEDULE 13D Page 10 of 10 pages
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of Sutura, Inc. and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings. In evidence
thereof, the undersigned, being duly authorized, have executed this Joint Filing
Agreement this 13th day of February 2006.
GO INDUSTRIES INC.
By: /s/ Alfred J. Novak
----------------------------------
Alfred J. Novak
President and CEO
THE ESTATE OF JUDY NOVAK
By: /s/ Alfred J. Novak
----------------------------------
Alfred J. Novak
Executor
By: /s/ Alfred J. Novak
----------------------------------
Alfred J. Novak
</TEXT>
</DOCUMENT>
