U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934
SUTRA MANAGEMENT CORPORATION
---------------------------------
(Name of Small Business Issuer 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 (ZipCode)
(310) 317-6939
Telephone Number
Securities to be registered under Section 12(b) of the
Exchange Act:
None
Securities to be registered under Section 12(g) of the
Exchange Act:
COMMON STOCK, $0.001 PAR VALUE
------------------------------
(Title of class)
<PAGE>
PART I
Page
Item 1. Description of Business..............................................1
Item 2. Management's Discussion and Analysis or Plan of Operation............3
Item 3. Description of Property..............................................3
Item 4. Security Ownership of Certain Beneficial Owners and Management.......4
Item 5. Directors, Executive Officers, Promoters and Control Persons.........5
Item 6. Executive Compensation...............................................5
Item 7. Certain Relationships and Related Transactions.......................6
Item 8. Description of Securities............................................6
PART II
Item 1. Market Price of and Dividends on the Registrants Common
Equity and Other Shareholder Matters................................7
Item 2. Legal Proceedings....................................................7
Item 3. Changes in and Disagreements with Accountants........................7
Item 4. Recent Sales of Unregistered Securities..............................7
Item 5. Indemnification of Directors and Officers............................7
PART F/S
Financial Statements..........................................................9
PART III
Item 1. Index to Exhibits...................................................10
Item 2. Description of Exhibits.............................................10
i
<PAGE>
PART I
Item 1. Description of 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.
1
<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.
2
<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. Management's Discussion and Analysis or Plan of Operation.
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).
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 3. Description of Property.
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.
3
<PAGE>
Item 4. 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.
(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.
4
<PAGE>
Item 5. Directors, Executive Officers, Promoters and Control persons.
The following table sets forth certain information with respect to the
directors and executive officers of Sutra Management .
Name Age(1) Position
- ---- --- --------
George Todt........................ 46 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.
Item 6. 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.
5
<PAGE>
Item 7. Certain Relationships and Related Transactions.
Not Applicable.
Item 8. Description of Securities.
Common Stock
- ------------
Sutra Management is authorized to issue 100,000,000 shares of common
stock, par value $0.001 per share. Holders of common stock are entitled to one
vote for each share held of record on all matters on which the holders of common
stock are entitled to vote. There are no redemption or sinking fund provisions
applicable to the common stock. The outstanding shares of common stock are, and
the common stock issuable pursuant to this prospectus will be, when issued,
fully paid and nonassessable.
Preferred Stock
- ---------------
Sutra Management is authorized to issue 8,000,000 shares of "blank
check" preferred stock, par value $0.001 per share, in one or more series from
time to time with such designations, rights and preferences as may be determined
from time to time by the Board of Directors, including, but not limited to (i)
the designation of such series; (ii) the dividend rate of such series, the
conditions and dates upon which such dividends shall be payable, the relation
which such dividends shall bear to the dividends payable on any other class or
classes or series of Sutra Management's capital stock and whether such dividends
shall be cumulative or non-cumulative; (iii) whether the shares of such series
shall be subject to redemption for cash, property or rights, including
securities of any other corporation, by Sutra Management or upon the happening
of a specified event and, if made subject to any such redemption, the times or
events, prices, rates, adjustments and other terms and conditions of such
redemptions; (iv) the terms and amount of any sinking fund provided for the
purchase or redemption of the shares of such series (v) whether or not the
shares of such series shall be convertible into, or exchangeable for, at the
option of either the holder or Sutra Management or upon the happening of a
specified event, shares of any other class or classes or of any other series of
the same class of Sutra Managements's capital stock and, if provision be made
for the conversion or exchange, the times or events, prices, rates, adjustments
and other terms and conditions of such conversions or exchanges; (vi) the
restrictions, if any, on the issue or reissue of any additional preferred stock;
(vii) the rights of the holders of the shares of such series upon the voluntary
or involuntary liquidation, dissolution or winding up of Sutra Management; and
(viii) the provisions as to voting, optional and/or other special rights and
preferences, if any, including, without limitation, the right to elect one or
more directors. Accordingly, the Board of Directors is empowered, without
stockholder approval, to issue preferred stock with dividend, liquidation,
conversion, voting or other rights which adversely affect the voting power or
other rights of the holders of the common stock. In the event of issuance, the
preferred stock could be utilized, under certain circumstances, as a way of
discouraging, delaying or preventing an acquisition or change in control of
Sutra Management. Sutra Management does not currently intend to issue any shares
of its preferred stock.
6
<PAGE>
PART II
Item 1. Market Price of and Dividends on the Registrant's Common
Equity and Other Shareholder Matters.
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.
Item 2. Legal Proceedings.
Sutra Management is not currently a party to any pending legal
proceedings.
Item 3. Changes in and Disagreements with Accountants.
Not Applicable.
Item 4. Recent Sales of Unregistered Securities.
In May 1997, Sutra Management issued to PageOne 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 5. Indemnification of Directors and Officers.
Sutra Management's Restated Certificate of Incorporation limits the
liability of its directors to Sutra Management's corporate stockholders for
monetary damages arising from a breach of fiduciary duty owed to Sutra
Management or Sutra Management's stockholders to the fullest extent permitted by
the Delaware General Corporation Law.
7
<PAGE>
Sutra Management's Restated Certificate of Incorporation and its Bylaws
provide for the indemnification by Sutra Management of each person (including
the heirs, executors, administrators, or estate of such person) who is or was a
director or officer of Sutra Management to the fullest extent permitted or
authorized by law, including attorneys' fees. Section 145 of the Delaware
General Corporation Law provides in relevant part that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Delaware law further provides that nothing
in the above-described provisions shall be deemed exclusive of any other rights
to indemnification or advancement of expenses to which any person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of Sutra
Management pursuant to the above statutory provisions or otherwise, Sutra
Management has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
8
<PAGE>
PART F/S
The following financial statements of Sutra Management Corporation, a
development stage company, 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
9
<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>
PART III
Item 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
- ---------- ------------
3.1 Restated Certificate of Incorporation of the Registrant*
3.2 By-Laws of the Registrant*
27 Financial Data Schedule (incorporated herein by reference
the Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1999)
* previously filed
Item 2. Description of Exhibits
See Item 1 above.
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<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Sutra Management Corporation
(Registrant)
Amendment No. 1 By: /s/ Mary Elizabeth Rowbottom
Date: April 27, 2000 -----------------------------
Mary Elizabeth Rowbottom
President
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