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








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