U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
[ ] Transition report under section 13 or 15(d)
of the Exchange Act.
COMMISSION FILE NUMBER 0-28877
SUTRA MANAGEMENT CORPORATION
--------------------------------------
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4737509
-------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
22147 PACIFIC COAST HIGHWAY, SUITE 4, MALIBU CALIFORNIA 90265
----------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(310) 317-6939
--------------
(ISSUER'S TELEPHONE NUMBER)
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
--- ---
As of May 8, 2000, there were 750,000 shares of Common Stock, $0.001 par
value, of the issuer outstanding.
Transitional Small Business Disclosure Format (check one)
YES NO X
--- ---
<PAGE>
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INDEX
PART I. FINANCIAL INFORMATION PAGE NUMBER
Item 1. Financial Statements
BALANCE SHEET AS OF MARCH 31, 2000 2
STATEMENTS OF OPERATIONS FOR THE THREE MONTHS 3
ENDED MARCH 31, 2000 AND FOR THE PERIOD FROM
MAY 9, 1997 (INCEPTION) TO MARCH 31, 2000 4
STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS 5-7
ENDED MARCH 31, 2000 AND FOR THE PERIOD FROM
MAY 9, 1997 (INCEPTION) TO MARCH 31, 2000
NOTES TO FINANCIAL STATEMENTS
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports filed on Form 8-K 9
Signatures 9
1
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
March 31,
December 31, 2000
1999 (Unaudited)
---------------- ---------------
TOTAL ASSETS $ - $ -
- ------------
================ ===============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable - related party $ 95 $ 8,245
---------------- ---------------
TOTAL LIABILITIES 95 8,245
---------------- ---------------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $.001 par value,
8,000,000 shares authorized, none
issued and outstanding - -
Common stock, $.001 par value,
100,000,000 shares authorized,
750,000 isssued and outstanding 750 750
Additional paid in capital 260 260
Accumulated deficit during
development stage (1,105) (9,255)
---------------- ---------------
TOTAL STOCKHOLDERS' DEFICIENCY (95) (8,245)
---------------- ---------------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $ - $ -
------------------------ ================ ===============
See accompanying notes to financial statements.
2
<PAGE>
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
May 9, 1997 For the
(Inception) Three
to Months
March 31, Ended
2000 March 31,
2000
-------------- ------------
INCOME $ - $ -
-------------- ------------
EXPENSES
Accounting fees 2,500 2,000
Bank service charge 95 -
Consulting fees 10 -
Legal fees 3,500 3,000
Office and postage 750 750
Rent 2,400 2,400
-------------- ------------
NET LOSS $ (9,255) $ (8,150)
- --------
============== ============
NET LOSS PER SHARE - BASIC AND
DILUTED $ (0.0409) $ (0.0109)
============== ============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING DURING
THE PERIOD - BASIC AND DILUTED 226,319 750,000
============== ============
See accompanying notes to financial statements.
3
<PAGE>
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
May 9, 1997 For the Three
(Inception) to Months Ended
March 31, 2000 March 31, 2000
--------------- ---------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (9,255) $ (8,150)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Stock issued for services 10 -
--------------- ---------------
Net cash used in operating
activities (9,245) (8,150)
--------------- ---------------
CASH FLOWS FROM INVESTING
ACTIVITIES: - -
--------------- ---------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Loan payable - related party 8,245 8,150
Proceeds from issuance of
common stock 1,000 -
--------------- ---------------
Net cash provided by financing
activities 9,245 8,150
--------------- ---------------
INCREASE IN CASH AND CASH
EQUIVALENTS - -
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD - -
--------------- ---------------
CASH AND CASH EQUIVALENTS -
- ---------------------------
END OF PERIOD $ - $ -
------------- =============== ===============
See accompanying notes to financial statements.
4
<PAGE>
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Business Operations
Sutra Management Corporation (a development stage company) ("the
Company") was incorporated in Delaware on May 9, 1997 to engage in an
internet-based business. At March 31, 2000, the Company had not yet
commenced any revenue-generating operations, and all activity to date
relates to the Company's formation, proposed fund raising and
business plan development.
The Company's ability to commence revenue-generating operations is
contingent upon its ability to implement its business plan and raise
the capital it will require through the issuance of equity
securities, debt securities, bank borrowings or a combination
thereof.
(B) Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles, and the
rules and regulations of the Securities and Exchange Commission for
interim financial information. Accordingly, they do not include all
the information necessary for a comprehensive presentation of
financial position and results of operations.
It is management's opinion, however that all material adjustments
(consisting of normal recurring adjustments) have been made which are
necessary for a fair financial statements presentation. The results
for the interim period are not necessarily indicative of the results
to be expected for the year.
In addition, the accompanying financial statements do not include the
statement of operations or cash flows for the three months ended
March 31, 1999 since the Company was inactive during this period.
For further information, refer to the financial statements and
footnotes included the Company's Form 10-KSB for the year ended
December 31, 1999.
5
<PAGE>
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
(C) Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
(D) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
(E) Income Taxes
The Company accounts for income taxes under the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109"). Under Statement 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
in the three months in which those temporary differences are expected
to be recovered or settled. Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
There were no current or deferred income tax expenses or benefits due
to the Company not having any material operations for the three
months ended March 31, 2000.
(F) Loss Per Share
Net loss per common share for the three months ended March 31, 2000
and for the period from May 9, 1997 (inception) to March 31, 2000 is
computed based upon the weighted average common shares outstanding as
defined by Financial Accounting Standards No. 128 "Earnings Per
Share". There were no common stock equivalents outstanding at March
31, 2000.
6
<PAGE>
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
NOTE 2 LOAN PAYABLE - RELATED PARTY
The loan payable - related party is a non-interest-bearing loan
payable to PageOne Business Productions, LLC arising from funds
advanced to the Company. The amount is due and payable upon demand.
NOTE 3 STOCKHOLDERS' DEFICIENCY
The Company was originally authorized to issue 2,000 shares of common
stock at no par value. The Company issued 900 and 1,100 common shares
to Appletree Investment Company Ltd. and PageOne Business
Productions, LLC respectively.
Management filed a restated certificate of incorporation with the
State of Delaware which increased the number of authorized common
shares to 100,000,000, effected a 375 to 1 split of the 2,000
previously issued common shares, and created 8,000,000 authorized
shares of preferred stock. In addition, the par value of the common
stock was changed to $.001 per share and the par value of the new
preferred stock was set at $.001 per share.
The financial statements at March 31, 2000 give effect to common and
preferred stock amounts and par values enumerated in the restated
certificate of incorporation. No preferred shares have been issued as
of March 31, 2000.
NOTE 4 GOING CONCERN
As reflected in the accompanying financial statements, the Company
has accumulated losses of $9,255 since inception, a working capital
deficiency of $8,245, and has not generated any revenues since it has
not yet implemented its business plan. The ability of the Company to
continue as a going concern is dependent on the Company's ability to
raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
The Company intends to implement its business plan and is seeking
funding through the private placement of its equity or debt
securities or may seek a combination with another company already
engaged in its proposed business. Management believes that actions
presently taken provide the opportunity for the Company to continue
as a going concern.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS
The following discussion and analysis below should be read in conjunction
with the financial statements, including the notes thereto, appearing elsewhere
in this report. For the period since inception (May 9, 1997) through March 31,
2000, during the Company's development stage, the Company has a zero cash
balance and has generated a net loss of ($9,255).
FINANCIAL CONDITION AND LIQUIDITY
The Company has a working capital deficiency of $8,245 and has an ongoing
need to finance its activities. To date, the Company currently has funded these
cash requirements by offering and selling its Common Stock, in addition to cash
advances from a stockholder, and has issued 750,000 shares of Common Stock for
net proceeds of $1,010.00. Operating costs for the current period were funded by
a loan from a stockholder.
PLAN OF OPERATION
The Company has registered a dot.com name and has determined it can
begin conducting its business with limited financing that it has arranged.
PART II OTHER INFORMATION
Item 6. Exhibits and Reports filed on Form 8-K
(a) Exhibits
Exhibit No. Description
---------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
8
<PAGE>
SIGNATURES
----------
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SUTRA MANAGEMENT CORPORATION
--------------------------------------
Registrant
May 15, 2000 By: /s/ James P. Walters
------------ --------------------------------
James P. Walters
Chief Financial Officer
(Principal Financial Officer)
9
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 8,245
<BONDS> 0
0
0
<COMMON> 750
<OTHER-SE> (8,995)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,150
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,150)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,150)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
