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 31,2000

                        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.)

               29160 Heathercliff Road, Suite 300, Malibu CA 90265
      -------------------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code ((310) 457-8167



       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


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. [ ]

Issuer's revenues for its most recent fiscal year.               $0.00

<PAGE>

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 June 30,  2001,  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 June 30,
2001, was 750,000.

                     Documents incorporated by reference:     None






                                       2


<PAGE>


                   TABLE OF CONTENTS - 2000 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.  Sutra  Management  intends to be a third
party logistics provider offering the customer leading edge technology,  product
& literature fulfillment, project development, and project management.

         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.


                                       5

<PAGE>


         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.


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  29160
Heathercliff  Road,  Suite 300,  Malibu,  California  90265.  The Company shares
office  facilities with a stockholder and incurred rent expense of approximately
$9,200 for use of the office  facilities  in fiscal  2000.  The Company 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 fourth quarter ended December 31, 2000.


                                       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  Management'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

         None


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 Annual Report.

As of December 31, 2000 the Company has not yet commenced any revenue-generating
operations  and activity to date relates to the  Company's  formation,  proposed
fund raising and business plan development and activities  related to its status
as a reporting  company.  For the period since  inception  (May 9, 1997) through
December 31, 2000,  during the Company's  development  stage,  the Company has a
zero cash balance and has generated a net loss of $30,905.



                                       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  750,000  shares of Common  Stock for net
proceeds of $1,000.00 and the  contribution  to additional  paid-in capital of a
loan  payable of $29,895  from a  stockholder.  The Company  expects to fund its
immediate  needs through  private  placements of its  securities  and may seek a
suitable business  combination.  Operating costs for the year ended December 31,
2000 were funded by the stockholder loan referred to above.

PLAN OF OPERATION

         The Company has  registered an internet  domain 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>


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........................    46           President, Secretary
                                                      And Director
James Walters......................    48           Treasurer


(1)  The ages of Messrs. Todt and Walters are listed as of December 31, 2000.

         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. He assumed the  presidency
again in May 2000.  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.

         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.

The following were delinquent in filings of required reports in 2000:
Appletree  Investment Company,  Ltd, PageOne Business  Productions,  LLC, George
Todt and James Walters.


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 June 30, 2001 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%

James Walters                                412,500(4)                55.0%

All officers and directors as a group        412,500(4)                55.0%
(3 persons)



                                       10


<PAGE>


------------------------
(1)  Unless otherwise indicated,  the address of each beneficial owner is in the
     care of Sutra Management  Corporation,  29160 Heathercliff Road, Suite 300,
     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 June 30, 2001.

(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.



Item  12.      Certain Relationships and Related Transactions

     Not Applicable


                                       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-9:

          REPORT OF INDEPENDENT  AUDITOR,  WEINBERG & COMPANY,  P.A.,  CERTIFIED
          PUBLIC ACCOUNTANTS, DATED MAY 31, 2001.

               BALANCE SHEET AS OF DECEMBER 31, 2000

               STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2000
               AND 1999 AND FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION) TO
               DECEMBER 31, 2000

               STATEMENT OF CHANGES IN  STOCKHOLDERS'  EQUITY FOR THE PERIOD
               FROM MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 2000

               STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2000
               AND 1999 AND FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION) TO
               DECEMBER 31, 2000

               NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000

(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)






                                       12

<PAGE>


                          SUTRA MANAGEMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000

                                    INDEX


    INDEPENDENT AUDITORS' REPORT                                   F-2

    BALANCE SHEET AS OF DECEMBER 31, 2000                          F-3

    STATEMENTS OF OPERATIONS  FOR THE YEARS ENDED                  F-4
     DECEMBER 31, 2000 AND 1999 AND FOR THE PERIOD FROM
     MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 2000

    STATEMENT  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY              F-5
     FOR THE  PERIOD  FROM MAY 9,  1997 (INCEPTION) TO
     DECEMBER 31, 2000

    STATEMENTS  OF CASH FLOWS FOR THE YEARS ENDED                  F-6
     DECEMBER 31, 2000 AND 1999 AND FOR THE PERIOD FROM
     MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 2000

    NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000          F-7 - F-9










                                      F-1


<PAGE>


                          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, 2000 and the related statements
of  operations,  changes  in  stockholders'  equity and cash flows for the years
ended December 31, 2000 and 1999 and for the period from May 9, 1997 (inception)
to December 31, 2000. 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 audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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  audits  provide  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,  2000,  and the results of its
operations and its cash flows for the years ended December 31, 2000 and 1999 and
for the period from May 9, 1997  (inception) to December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the  Company  is a  development  stage  company  without
operations  and has had  accumulated  losses of  $30,905.  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
May 31, 2001

                                      F-2

<PAGE>


                          SUTRA MANAGEMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                             AS OF DECEMBER 31, 2000




                                     ASSETS


TOTAL ASSETS                                                         $     -
------------                                                         ==========



                      LIABILITIES AND STOCKHOLDERS' EQUITY


LIABILITIES                                                          $     -
                                                                     ----------

STOCKHOLDERS' EQUITY

  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                                             30,155
  Accumulated deficit during development stage                          (30,905)
                                                                     ----------

     TOTAL STOCKHOLDERS' EQUITY                                            -
                                                                     ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $     -
------------------------------------------                           ==========




                See accompanying notes to financial statements.



                                       F-3




<PAGE>

<TABLE>
<CAPTION>
                          SUTRA MANAGEMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


                                                                                                   For The Period
                                                                                                  From May 9, 1997
                                                  For the Year Ended      For the Year Ended       (Inception) to
                                                  December 31, 2000       December 31, 1999       December 31, 2000
                                                  ------------------      ------------------      ------------------
<S>                                               <C>                     <C>                     <C>
INCOME                                           $             -          $            -          $           -
                                                 -------------------      ------------------      ------------------

EXPENSES
   Accounting fees                                            6,600                     500                   7,100
   Bank charges                                                -                         95                      95
   Consulting fees                                             -                       -                         10
   Legal fees                                                11,000                     500                  11,500
   Office Supplies                                            3,000                    -                      3,000
   Rent                                                       9,200                    -                      9,200
                                                  ------------------      ------------------      ------------------

NET LOSS                                         $          (29,800)      $          (1,095)      $         (30,905)
--------                                         ===================      ==================      ==================


NET LOSS PER SHARE BASIC AND DILUTED             $           (0.040)      $          (0.002)      $          (0.068)
                                                 ===================      ==================      ==================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
  DURING THE PERIOD BASIC AND DILUTED                       750,000                 651,370                 454,110
                                                 ===================      ==================      ==================
</TABLE>





                See accompanying notes to financial statements.



                                       F-4


<PAGE>

<TABLE>
<CAPTION>

                               SUTRA MANAGEMENT CORPORATION
                               (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
             FOR THE PERIOD FROM MAY 9, 1997 (INCEPTION) TO DECEMBER 31, 2000



                                                                                                   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)      $     -        $       10

Net loss for the year ended December 31, 1998         -              -                -                 (10)           (10)
                                                  ---------     -----------     ----------       -----------    -----------

Balance at 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)
                                                  ---------     -----------     ----------       -----------    -----------

Balance at December 31, 1999                       750,000            750              260           (1,105)           (95)

Contribution of loan payable - stockholder            -              -              29,895             -            29,895

Net loss for the year ended December 31, 2000         -              -                -             (29,800)       (29,800)
                                                  ---------     -----------     ----------       -----------    -----------

BALANCE AT DECEMBER 31, 2000                       750,000     $      750       $   30,155       $  (30,905)    $       -
----------------------------                      =========    ============     ==========       ===========    ===========
</TABLE>




                 See accompanying notes to financial statements.


                                       F-5


<PAGE>

<TABLE>
<CAPTION>

                               SUTRA MANAGEMENT CORPORATION
                               (A DEVELOPMENT STAGE COMPANY)
                                 STATEMENTS OF CASH FLOWS


                                                                                                   For The Period
                                                                                                  From May 9, 1997
                                                  For the Year Ended      For the Year Ended       (Inception) to
                                                  December 31, 2000       December 31, 1999       December 31, 2000
                                                  ------------------      ------------------      ------------------
<S>                                               <C>                     <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                       $        (29,800)       $          (1,095)      $        (30,905)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
    Stock issued for services                                 -                        -                        10
                                                  ------------------      ------------------      ------------------

       Net Cash Used In Operating Activities               (29,800)                  (1,095)               (30,895)
                                                  ------------------      ------------------      ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                     -                       1,000                  1,000
   Loan payable - stockholder                               29,800                       95                 29,895
                                                  ------------------      ------------------      ------------------

       Net Cash Provided By Financing Activities            29,800                    1,095                 30,895
                                                  ------------------      ------------------      ------------------

INCREASE IN CASH AND CASH EQUIVALENTS                         -                        -                      -

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD               -                        -                      -
                                                  ------------------      ------------------      ------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD         $           -           $            -          $           -
-----------------------------------------         =================       ==================      ==================

NON-CASH FINANCING ACTIVITIES

Conversion of loan payable - stockholder into additional paid-in capital                          $         29,895
                                                                                                  ================
</TABLE>


                 See accompanying notes to financial statements.

                                       F-6


<PAGE>


                          SUTRA MANAGEMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 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 December 31, 2000, the Company had not yet
        commenced  any  revenue-generating  operations,  and  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 cash flow  statements,  the Company  considers  all
        highly liquid  investments  with original  maturities of three months or
        less at the time of purchase to be cash equivalents.


                                       F-7

<PAGE>

                         SUTRA MANAGEMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000


NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

        (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, 2000 and 1999.
        At December 31, 2000, the Company has a potential  deferred tax asset of
        approximately $10,500,  which has been fully reserved,  arising from net
        operating losses aggregating $30,900.

(E) Loss Per Share

        Net loss per common share for the years ended December 31, 2000 and 1999
        and for the period from May 9, 1997  (inception) to December 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 December 31, 2000
        and 1999.

NOTE 2  STOCKHOLDERS' EQUITY

        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.

                                       F-8

<PAGE>

                         SUTRA MANAGEMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000


NOTE 2  STOCKHOLDERS' EQUITY, continued

        The  financial  statements  at December 31, 2000 and 1999 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 December 31, 2000 and 1999.

        The Company's Board of Directors  authorized the conversion of a $29,895
        non-interest bearing loan payable to PageOne Business Productions,  LLC,
        which arose from funds advanced to the Company,  into additional paid-in
        capital.

NOTE 3  GOING CONCERN

        As reflected in the accompanying  financial statements,  the Company has
        had accumulated  losses of $30,905 since inception 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  being
        taken  provide  the  opportunity  for the Company to continue as a going
        concern.


                                       F-9
<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/ George A. Todt
                                By:----------------------------
                                     George A. Todt
                                     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           President, Secretary
                                 and Director           July 12, 2001

/s/ James Walters             Treasurer                 July 12, 2001








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