SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31,1999.
Commission File Number 000-28877
SUTRA MANAGEMENT CORPORATION
----------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-4737509
---------------------- -------------------
(State of organization) (I.R.S. Employer
Identification No.)
22147 PACIFIC COAST HIGHWAY, SUITE 4, MALIBU CALIFORNIA 90265
-------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code ((310) 317-6939
Securities registered pursuant to Section 12(b) of the Act,
None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Common Stock, $0.001 par value per share
<PAGE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes [ ] No [ X ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [X]
Issuer's revenues for its most recent fiscal year. $0.00
The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the average of the high and low prices of the Common Stock
on the OTC Bulletin Board on March 1, 2000, was $0.00. For purposes of this
computation, all officers, directors, and 5% beneficial owners of the registrant
(as indicated in Item 12) are deemed to be affiliates. Such determination should
not be deemed an admission that such directors, officers, or 5% beneficial
owners are, in fact, affiliates of the registrant.
Number of shares of Common Stock, $0.001 Par Value, outstanding at March 1,
2000, was 750,000.
Documents incorporated by reference: None
2
<PAGE>
TABLE OF CONTENTS - 1999 FORM 10-KSB REPORT
Page
Numbers
-----------
PART I
Item 1. Business 4
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 6
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 7
Item 6 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 7. Financial Statements 8
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act 9
Item 10. Executive Compensation 10
Item 11. Security Ownership of Certain Beneficial Owners
and Management 10
Item 12. Certain Relationships and Related Transactions 11
Item 13. Exhibits and Reports on Form 8-K 12
Signatures 13
3
<PAGE>
PART I
Item 1. Business
THE COMPANY
- -----------
Sutra Management Corporation ("Sutra Management" or the "Company") was
incorporated in Delaware May 9, 1997. It will be a third party logistics
provider offering the customer leading edge technology, product & literature
fulfillment, project development, and project management.
The team Sutra Management intends to assemble has over twenty-five
years experience in the industry, including operations management, business
development, call center management, customer service, and International
operations. It will provide you with the cost effective distribution resource
and expertise that is needed to form a competitive advantage worldwide.
Sutra Management intends for its core competence to help develop long
range business alliances with anticipated clients by customizing distribution
and fulfillment solutions that assist them in meeting their business objectives.
The benefits of choosing Sutra management as a Single Source
Distribution Partner will include the following:
Web Based Order Entry
---------------------
Convenient web based order entry will reduce costs of order entry, will
reduce cycle time, will eliminate duplication of work. Web based order
entry will allow orders to be placed 24/7 from any location worldwide.
Web orders will be printed real time, reducing fulfillment cycle by 24
hours. The Company will also offer methods of order entry and will
customize according the client's requirements.
Speed to Market
---------------
The majority of the client's orders will be shipped same day as
received. Benefits will include faster delivery and customer
satisfaction.
Information Management
----------------------
Sutra Management's proprietary data management will keep track of the
entire fulfillment process from order entry to confirmation of
delivery. Customers using web order entry will receive electronic ship
confirmation, carrier tracking number, and estimated delivery date.
4
<PAGE>
Management of Multiple Distribution Sites
-----------------------------------------
Utilizing Sutra Management as the single source for order entry and
management of multiple distribution sites will improve the quality and
consistency of information. The client's marketing and/or other
responsible functions will be able to remotely view and print
customized management reports 24/7 at their convenience.
Sutra Management's future professional logistics management team will
deliver the highest quality product to the client, utilizing its
internal expertise and the core competencies of its future strategic
partners.
TECHNOLOGY
- ----------
The fundamental issue of the fulfillment and distribution process is to
deliver the right product to the right customer, on time, and at a cost
effective price. Communication and follow up with the client are of paramount
importance in the distribution process. To that end, Sutra Management is
developing a proprietary web based data management system that will route,
track, and confirm delivery of client orders.
The Company's web-based application will provides its clients and/or
its client's customers the convenience of order entry via the Internet. The
benefit to the client is reduced order entry cost, real time fulfillment and
processing. Clients and/or client customers with access to the Internet will be
able to place orders and track shipments.
Internet Order Entry System is available 24 hours a day, seven days a
week, and will be completely Y2K compliant.
Client Marketing and Distribution departments will be able to access
predesigned inventory and management reports. Reports will be capable of being
viewed remotely or printed remotely at the client's convenience.
The System will be password assigned and the information will be
encrypted for security.
PROJECT MANAGEMENT SOLUTIONS:
- -----------------------------
Sutra Management will provide the client with Warehouse and
Distribution Management Solutions for its short term and long term special
projects. Sutra Management will analyze the client's requirements then design,
implement and manage the process, including, acquisition of facilities,
equipment, transportation and labor required to complete the project.
Sutra Management's proprietary Data Management System will monitor
receiving, warehousing, order processing, shipping, shipment tracking and p.o.d.
activities. With access to the Internet, the client will be able to remotely
view and print inventory and other customized reports.
5
<PAGE>
DIRECT TO CUSTOMER SOLUTIONS:
- -----------------------------
Sutra Management will strategically manage its client's distribution
projects needing a direct to end-user delivery solution. Customer Direct
shipments requiring immediate and coordinated distribution will be received at
the Company's DC from the client's vendor. Customer Direct shipments will be
processed immediately or held for a specific release date per the client's
authorization. The Company will utilize the core competencies of its future
strategic partners to ensure the client's objectives are achieved. The
fundamental issues of fulfillment and distribution will be covered in the
process. Sutra Management will deliver the right product to the right customer,
on time, track each shipments, provide proof of delivery, communicate and
follow-up with the client, at a cost effective price.
Item 2. Properties
The Company's executive and administrative offices are located at 22147
Pacific Coast Highway, Suite 4, Malibu, CA 90265. The Company pays no rent for
use of the office and does not believe that it will require any additional
office space in the foreseeable future in order to carry out its plan of
operations described herein.
Item 3. Legal Proceedings
Sutra Management Corporation is not currently a party to any pending legal
proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
No items were submitted to a vote of the security holders by the Company
during the year ended December 31, 1999.
6
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The Company registered its common stock on a Form 10-SB Registration
Statement on a voluntary basis, which became effective on March 12, 2000. There
is currently no market for Sutra Management's securities. Sutra Management has
never paid cash dividends on its common stock. Payment of future dividends will
be within the discretion of Sutra Mangement's Board of Directors and will depend
on, among other factors, retained earnings, capital requirements and the
operating and financial condition of Sutra Management.
RECENT SALES OF UNREGISTERED SECURITIES
In May 1997, Sutra Management issued to PageOneBusiness Productions, LLC,
1,000 shares of common stock in consideration of services rendered to Sutra
Management valued at $10.00 in the aggregate. There was no underwriter or
placement agent involved in the offer or sale of these securities and there was
no public solicitation or advertisement by Sutra Management in connection with
the offer or sale of these securities. The foregoing issuances of common stock
were exempt from registration under of the Securities Act of 1933, as amended,
pursuant to Section 4(2) thereof.
In April 1999, Sutra Management issued 900 shares of common stock to
Appletree and 100 shares of common stock to Page One. The purchase price for
these shares was $1.00 per share. There was no underwriter or placement agent
involved in the offer or sale of these securities and there was no public
solicitation or advertisement by Sutra Management in connection with the offer
or sale of these securities. The foregoing issuances of common stock were exempt
from registration under of the Securities Act of 1933, as amended, pursuant to
Section 4(2) thereof.
Item 6 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 Registration Statement. For the period since
inception (May 9, 1997) through December 31, 1999, during the Company's
development stage, the Company has a zero cash balance and has generated a net
loss of ($1,105).
7
<PAGE>
FINANCIAL CONDITION AND LIQUIDITY
The Company has limited liquidity 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, and has issued 750,000
shares of Common Stock for net proceeds of $1,010.00.
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.
Item 7. Financial Statements
The financial statements and supplemental data required by this Item 7
follow the index of financial statements appearing at Item 13 of this Form
10-KSB.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not applicable.
8
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act
The following table sets forth certain information with respect to the directors
and executive officers of Sutra Management.
Name Age(1) Position
- ---- --- --------
George Todt........................ 45 Director
Betsy Rowbottom.................... 28 President and Secretary
James Walters...................... 47 Treasurer
(1) The ages of Messrs. Todt and Walters and Ms. Rowbottom are listed as of
December 31, 1999.
Our director and executive officers devote such time and attention to
the affairs of Sutra Management as they believe reasonable and necessary. Set
forth below is a description of the background of our director and executive
officers.
George A. Todt has been a director since January 1998 of Sutra
Management and was President until December 1999. Since 1996, Mr. Todt has been
a managing member of PageOne Business Productions, LLC, a Delaware limited
liability company. From 1990 to 1995, Mr. Todt was the chief executive officer
of REPCO, Inc., a worldwide designer and builder of environmental facilities.
Besty Rowbottom became President in December, 1999 and Secretary of
Sutra Management in July 1999. She has been employed by PageOne since 1997 and
has served as its Vice President since March 1999. From 1994 to 1997, Ms.
Rowbottom served as a talent agent at HSI Productions, a Chicago, Illinois-based
video production company.
James Walters has been the Treasurer of Sutra Management since its
inception and a Director since January 1998. For more than 20 years, Mr. Walters
has been engaged as a certified public accountant with the Los Angeles,
California-based firm of Kellogg & Andelson.
The board of directors currently consists of one member, who serves in
such capacity for a one-year term or until his successor has been elected and
qualified, subject to earlier resignation, removal or death. The number of
directors constituting the board of directors may be increased or decreased (but
not below the minimum number required by applicable law) from time to time by
resolution of the board of directors. Our officers serve at the discretion of
the board of directors, subject to any effective contractual arrangements.
9
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, file reports of ownership
and changes in ownership with the Securities and Exchange Commission. The
Company was not subject to the reporting requirements of Section 16(a) during
fiscal 1999.
Item 10. Executive Compensation
Consistent with our present policy, no director or executive officer of
Sutra Management receives compensation for services rendered to the company.
However, these persons are entitled to be reimbursed for expenses incurred by
them in pursuit of our business objectives.
Item 11. Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth as of December 31, 1999 certain information
relating to the ownership of the common stock.
Name and Address of Amount and Nature of Percent of
Beneficial Owner (1) Beneficial Ownership (2) Class (2)
- -------------------- ------------------------ ----------
Appletree Investment Company, Ltd 750,000(3) 100.0%
PageOne Business Productions, LLC 412,500 55.0%
George Todt 412,500(4) 55.0%
Besty Rowbottom 412,500(4) 55.0%
James Walters 412,500(4) 55.0%
All officers and directors as a group 412,500(4) 55.0%
(3 persons)
- ------------------------
(1) Unless otherwise indicated, the address of each beneficial owner is in the
care of Sutra Management Corporation, 22147 Pacific Coast Highway, Suite 4,
Malibu, California 90265.
10
<PAGE>
(2) Unless otherwise indicated, Sutra Management believes that all persons
named in the table have sole voting and investment power with respect to
all shares of common stock beneficially owned by them. A person is deemed
to be the beneficial owner of securities which may be acquired by such
person within 60 days from the date of this registration statement upon the
exercise of options, warrants or convertible securities. Each beneficial
owner's percentage of ownership is determined by assuming all options,
warrants or convertible securities that are held by such person (but not
held by any other person) and which are exercisable or convertible within
60 days of this registration statement have been exercised or converted.
Percent of Class (third column above) assumes a base of 750,000 shares of
common stock outstanding as of December 31, 1999.
(3) Consists of 337,500 shares held of record by Appletree Investment Company,
Ltd., an Isle of Man corporation, and 412,500 shares held of record by
PageOne Business Productions, LLC, a Delaware limited liability company, of
which Appletree is a managing member.
(4) Consists solely of 412,500 shares of common stock held by PageOne Business
Productions, LLC, a Delaware limited liability company, of which Mr. Todt,
Mr. Walters and Appletree are managing members and Ms. Rowbottom is Vice
President.
Item 12. Certain Relationships and Related Transactions
In April 1999, Sutra Management issued 100 shares of common stock to Page
One Business Productions, LLC, of which George Todt and James Walters are
managing member and Ms. Rowbottom is Vice President. The purchase price for
these shares was $1.00 per share.
11
<PAGE>
Item 13. Exhibits and Reports on Form 8-K
(a)(1) The following financial statements are contained on Pages F-1
through F-8:
REPORT OF INDEPENDENT AUDITOR, WEINBERG & COMPANY, P.A., CERTIFIED
PUBLIC ACCOUNTANTS, DATED APRIL 11, 2000.
BALANCE SHEET AS OF DECEMBER 31, 1999
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 1999
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE PERIOD
FROM MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 1999
STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 1999
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999
(a)(3) Exhibits
The following exhibits are filed with this report.
3.1.1 Amended and Restated Articles of Incorporation of Registrant
(incorporated herein by reference to the Company's Registration
Statement on Form 10-SB 12(g), File No. 000-28877)
3.2.1 ByLaws of Registrant (incorporated herein by reference to the
Company's Registration Statement on Form 10-SB 12(g), File No.
000-28877)
27.1 Financial Data Schedule
12
<PAGE>
WEINBERG & COMPANY, P.A.
6100 Glades Road, Suite 314
Boca Raton, FL 33434
(561) 487-5765
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Sutra Management Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Sutra Management Corporation
(a development stage company) as of December 31, 1999 and the related statements
of operations, changes in stockholders' deficiency and cash flows for the year
then ended and for the period from May 9, 1997 (inception) to December 31, 1999.
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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides 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 Sutra Management Corporation (a
development stage company) as of December 31, 1999, and the results of its
operations and its cash flows for the year then ended and for the period from
May 9, 1997 (inception) to December 31, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company without
operations and has had accumulated operating losses of $1,105 since inception
and a working capital deficiency of $95. These factors raise substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
April 11, 2000
F-1
<PAGE>
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1999
ASSETS
TOTAL ASSETS $ -
- ------------ ================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable - related party $ 95
----------------
TOTAL LIABILITIES 95
----------------
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 issued and outstanding 750
Additional paid in capital 260
Accumulated deficit during development stage (1,105)
----------------
TOTAL STOCKHOLDERS' DEFICIENCY (95)
----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ -
- ---------------------------------------------- ================
See accompanying notes to financial statements.
F-2
<PAGE>
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the May 9, 1997
Year Ended (Inception) to
December 31, December 31,
1999 1999
-------------- ------------
INCOME $ - $ -
-------------- ------------
EXPENSES
Accounting fees 500 500
Bank service charge 95 95
Consulting fees - 10
Legal fees 500 500
---------------- -------------
NET LOSS $ (1,095) $ (1,105)
- -------- =============== =============
NET LOSS PER SHARE
BASIC AND DILUTED $ (0.0017) $ (0.0053)
================ =============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING DURING THE PERIOD -
BASIC AND DILUTED 650,342 209,203
================ =============
See accompanying notes to financial statements.
F-3
<PAGE>
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During
--------------------- Paid-In Development
Shares Amount Capital Stage Total
--------- --------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C>
Common stock issued for services 375,000 $ 375 $ ( 365) $ - $ 1,000
Net loss for the year ended December 31,
1998 - - - ( 10) ( 10)
--------- --------- ----------- ------------ --------
Balance, December 31, 1998 375,000 375 ( 365) ( 10) -
Common Stock issued for cash 375,000 375 625 - 1,000
Net Loss for the year ended December 31,
1999 - - - (1,095) (1,095)
--------- --------- ----------- ------------ --------
Balanc at December 31, 1999 750,000 $ 750 $ 260 $ (1,105) $ (95)
- --------------------------- ========= ========= =========== ============= ========
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the May 9, 1997
Year Ended (Inception) To
December 31, December 31,
1999 1999
------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,095) $ (1,105)
Adjustments to reconcile net loss to net
cash used by operating activities:
Stock issued for services - 10
------------ -------------
Net cash used in operating activities (1,095) (1,095)
------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES: - -
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan payable - related party 95 95
Proceeds from issuance of common stock 1,000 1,000
------------ -------------
Net cash provided by financing activities 1,095 1,095
------------ -------------
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.
F-5
<PAGE>
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
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 December 31, 1999, 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) 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.
(C) 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.
(D) 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
years 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 expense or benefits due to the Company not having
any material operations for the year ended December 31, 1999.
F-6
<PAGE>
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
- ------- ------------------------------------------
(E) Loss Per Share
-------------------
Net loss per common share for the year ended December 31, 1999 and for
the period from May 9, 1997 (inception) to December 31, 1999 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 December 31,
1999.
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 December 31, 1999 give retroactive 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 December 31, 1999.
F-7
<PAGE>
SUTRA MANAGEMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 4 - GOING CONCERN
- ------ -------------
As reflected in the accompanying financial statements, the Company has
had accumulated losses of $1,105 since inception, a working capital
deficiency of $95, 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.
F-8
<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.
SUTRA MANAGEMENT CORPORATION
/s/ Mary Elizabeth Rowbottom
By:----------------------------
Mary Elizabeth Rowbottom
President
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.
Signature Title Date
/s/ George A. Todt Director April 24, 2000
/s/ Mary Elizabeth Rowbottom President April 24, 2000
/s/ James Walters Treasurer April 24, 2000
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 95
<BONDS> 0
0
0
<COMMON> 750
<OTHER-SE> (845)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,095
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
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</TABLE>
