SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                (Amendment No. 2)

[x]      Annual report under section 13 or 15(d) of the Securities  Exchange Act
         of 1934 for the fiscal year ended March 31, 2000

[ ]      Transition report under section 13 or 15(d) of the Securities  Exchange
         Act of 1934 for the transition period from to


                         Commission File Number 0-24372

                            Sundog Technologies, Inc.
                 (Name of small business issuer in its charter)

                            The Thorsden Group, Ltd.
                     (Former name of small business issuer)



             DELAWARE                                     33-0611746
 (State or other  jurisdiction  of             (IRS Employer Identification No.)
   incorporation or organization)



                       4505 South Wasatch Blvd., Suite 340
                           Salt Lake City, Utah 84124
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (801) 424-0044

Securities registered under to Section 12(b) of the Act:      None

Securities registered under to Section 12(g) of the Act:      Common Stock,
                                                              par value $.001

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
                           Yes X  No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB. [ ]

         Issuer's revenues for its most recent fiscal year were $45,975.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of September 15, 2000 was not determinable  since our common stock
was not  traded  during the  period.  The  number of shares  outstanding  of the
issuer's  common stock,  par value $.001 per share, as of September 15, 2000 was
23,959,745 shares.

         No documents are  incorporated  by reference in this report.

                     Transitional Small Business Disclosure
                               Format (Check one):
                                   Yes___ No X

<PAGE>

Sundog Technologies, Inc. (the "Company") is filing this Amendment No. 2 on Form
10-KSB/A  (this  "Amendment")  to its Annual  Report on Form 10-KSB for the year
ended  March  31,  2000  filed  with the SEC on July 14,  3000,  as  amended  by
Amendment  No. 1 filed on July 28, 2000 (the "Form  10-KSB") for the purposes of
(1) correcting  typographical  and other minor errors in "Item 1. Description of
Business," particularly "Subsequent Events--Sale of QV and Acquisition of Common
Shares of Envision", (2) restating the financial statements included in "Item 7.
Financial Statements" to reflect the accrual of deferred compensation  resulting
from options granted to employees below fair market value and the recognition of
an  additional  $925,000  in  deferred  compensation,   (3)  revising  "Item  6.
Management's  Discussion  and  Analysis"  to  reflect  the  changes  made to the
Company's  consolidated financial statements and the default of a lender under a
loan  agreement  referred  to  therein  and (4)  restating  "Item 10.  Executive
Compensation" to correct typographical and other minor errors.

In  order to  facilitate  understanding  of the  Form  10-KSB,  in  addition  to
providing the information  required by Item 1, Item 6, Item 7 and Item 10, which
are  restated in their  entirety,  this  Amendment  restates in its entirety all
information  contained in initial Form 10-KSB.  No changes have been made to any
Part of the Report other than as described above.  All subsequent  references to
"Form 10-KSB" shall refer to the initial Form 10-KSB, as amended by and restated
in this Amendment.

<PAGE>

                                Table of Contents

PART I.........................................................................2

 Item 1.  Description of Business..............................................2
   Introduction................................................................2
   History.....................................................................2
   Universal Update(TM)Overview................................................3
   Our Strategy................................................................5
   Protection of Intellectual Property.........................................7
   Competition.................................................................7
   Employees...................................................................8
   Subsequent Events-- Sale of QV and Acquisition of Common Shares
   of Envision.................................................................8
   Certain Risk Factors........................................................9
 Item 2.  Description of Property.............................................14
 Item 3.  Legal Proceedings...................................................14
 Item 4.  Submission of Matters to a Vote of Security Holders.................14

PART II.......................................................................14

 Item 5.  Market for Common Equity and Related Stockholder Matters............14
 Item 6.  Management's Discussion and Analysis................................16
 Item 7.  Financial Statements................................................17
 Item 8.  Changes in and Disagreement With Accountants on Accounting and
          Financial Disclosure................................................17

PART III......................................................................18

 Item 9.  Directors and Executive Officers of the Registrant..................18
 Item 10. Executive Compensation..............................................21
   Summary Compensation Table.................................................21
   Option Grants in Last Fiscal Year..........................................21
   Aggregated Option Exercises in Last Fiscal Year and Year End
   Option Values..............................................................21
   Director Compensation......................................................22
 Item 11.   Security Ownership of Certain Beneficial Owners and Management....22
 Item 12.  Certain Relationships and Related Transactions.....................24
 Item 13.  Exhibits and Reports on Form 8-K...................................24
Consolidated Financial Statements............................................F-1

                                       1
<PAGE>

                                     PART I

Item 1.   Description of Business

Certain statements in this Annual Report on Form 10-K constitute forward-looking
statements  within the meaning of Section 27A of the  Securities Act and Section
21E of the Exchange Act. You should regard any statement in these  sections that
is not a statement  of  historical  fact to be a  forward-looking  statement  of
management's  beliefs,  expectations  and plans,  all of which may be  adversely
affected by risks and other factors  outside the control of the Company.  Actual
results   may  differ   significantly   from  the  results   discussed   in  the
forward-looking statements. Factors that might cause actual results to vary from
the views expressed in forward-looking  statements include,  but are not limited
to, risk factors discussed below in " - Certain Risk Factors."

Introduction

Sundog  Technologies,  Inc.  ("we,"  "Sundog"  or the  "Company")  is a Delaware
corporation  organized in 1992 for the purpose of seeking and acquiring business
opportunities. Sundog was formerly known as The Thorsden Group, Ltd, and changed
its name to "Sundog  Technologies,  Inc." in April  1999.  In October  1997,  we
acquired  Arkona,  Inc., a Utah corporation  ("Arkona"),  through a wholly-owned
subsidiary  corporation.  Arkona  is  continuing  its  business  of  developing,
marketing  and selling  software  products for use in portable  and  distributed
network computing. Unless otherwise required by the context, references to "we,"
"Sundog" or the "Company" in this Report include Sundog and Arkona.

On June 5, 1998, we formed a new subsidiary  called, Qui Vive Inc. ("QV"). QV is
engaged in the  development of e-mail  security  software.  On April 7, 2000, we
sold  our  interest  in  QV  to  Envision  Development  Corporation,  a  Florida
corporation  ("Envision")  in exchange for 1,482,500  shares of Envision  common
stock.  See "Subsequent  Events - Sale of QV and Acquisition of Common Shares of
Envision."

In March 2000, we closed down our professional services division, which provided
our customers with both training and consulting in business process  improvement
(BPI). The professional service group was unable to generate sufficient sales to
justify  the cost of  continuing  the  group's  independent  operation.  We will
continue to provide BPI consulting services as requested by customers.

History


In 1997,  Sundog's founders  anticipated the growth of an emerging market niche,
enterprise  information  exchange (EIX),  an outgrowth of the  traditional  data
replication/synchronization marketplace. This innovative technology allows rapid
integration of business  information  systems throughout the enterprise and easy
sharing of critical information with remote,  occasionally connected workers and
partners around the world.

During December 1998,  Arkona  completed the first shipping  version of its core
product,  Universal  Update(TM) and announced a strategic  partnership with Open
Market,  Inc. ("Open  Market"),  the market share leader in Internet  electronic
commerce  software  and a provider of  information  commerce  tools.  We shipped
revised  Universal   Update(TM)  v.  1.5,  which  includes  special  application
"adapters" that integrate Universal Update(TM) and Open Market products, in June
1999.  Although the results of pre-release  evaluations of the combined offering
conducted at several  Open Market  customer  and partner  sites were  promising,
early versions of Universal  Update(TM) v. 1.5 were poorly  marketed and did not
sell well.

In January  2000,  we hired a new CEO and  President,  Mr.  Alan Rudd.  Mr. Rudd
immediately  brought on a new executive team made up of individuals who Mr. Rudd
has worked with and whose  qualifications Mr. Rudd knows. In addition to the new
executive  team,  we  have  hired  an  experienced  domestic  sales  force  of 6
salespersons. Like the executive team, the sales force is made up of individuals
that have proven themselves successful in the software industry.

On April 17, 2000 we shipped Universal Update(TM) 1.6 with support for Linux. On
May 22, 2000 we signed a distribution agreement with our first ever distributor,
Alternative Technology.  On June 13, 2000 we announced a partnership with Aether
Software to extend core  information  exchange  processes to palm-held  personal
digital  assistants  (the most  common  PDAs are palm  pilots  and cell  phones)
("PDA"s) and cell phones.  With our new executive team,  sales force and product
offerings, we expect significant growth during the coming year.

                                       2
<PAGE>

Universal Update(TM)  Overview

Moving data between dissimilar  computing  environments is a fundamental problem
at many different levels within a computing environment. Universal Update(TM) is
a tool that is used to solve  this  problem at the data and  application  level.
Universal  Update(TM)  provides a centralized data distribution hub for all of a
company's information sources. It easily handles the complex logistics of moving
information  throughout the  enterprise----tracking  the  information,  managing
updates and  modifications,  and selecting the best delivery methods.  Universal
Update(TM)  is the  information  clearinghouse  for the mobile  and  distributed
enterprise.

Primary Features and Benefits of Universal Update(TM)

     o   Complex data  selection  and  extraction  processes are hidden behind a
         simple  point-and-click  graphic  user  interface  ("GUI").  Typically,
         selecting and exporting data requires scripting or programming.  Custom
         programming is virtually eliminated by using Universal Update(TM) .

     o   Universal  Update(TM) is  non-intrusive  to source data set.  Universal
         Update(TM)  does  not  require  modification  to  the  source  data  or
         processes.  It does not embed any additional  code or functions  within
         the source  environment and requires only read access rights to extract
         data.  As a  result,  Universal  Update(TM)  dose not  affect  business
         functions and environment stability.

     o   Universal Update(TM)  automatically  recognizes changes in source data.
         Through  patented  technology,   Universal   Update(TM)   automatically
         recognizes  changes in the source data set and replicates those changes
         to the target data sets. This allows incremental  updates to the target
         data  without  having to  periodically  reload the entire data set from
         source to target.

     o   Universal  Update(TM)  works  with a wide  variety of source and target
         data sets.  Universal  Update(TM)  incorporates  sophisticated  adapter
         technology  that enables data movement  between many different types of
         source and target  data sets.  By  working  through  JDBC/ODBC  drivers
         (industry  standard  interfaces  that allow users to access  read/write
         databases) or defined application program interfaces (APIs),  Universal
         Update(TM)  gives users great  flexibility in linking  dissimilar  data
         environments.

By design,  Universal  Update(TM) is intended to be  non-intrusive to the source
data.  As a result,  scanning  source  data for changes  and  replicating  those
changes  requires an overhead of time.  The amount of time  required to scan the
source data,  recognize  changes and replicate  those changes  depends on source
data set size and the  speed of the  servers  used to host the  source  data and
Universal  Update(TM) . Universal  Update(TM) is categorized as a near real-time
data replication  solution and is not intended to compete with  enterprise-class
real-time transaction replication systems.

Universal Update(TM)'s Niche

There are many tools and  technologies  available  for moving data  between data
sets.  If the data sets are  identical - for example,  both are Oracle  database
sets - capabilities  exist within the database  itself for both local and remote
data replication.

The  technological  challenge becomes much more complex when moving data between
different kinds of databases or data  environments.  There are numerous products
in addition to Universal  Update(TM)  designed  for this type of data  movement;
however,  most such products require a significant  amount of manual integration
before they can be set up and used. For example,  most database products include
interfaces  that  permit a user to  extract  data from or  import  data to other
sources.  These interfaces by definition require that another program, or custom
programming,  be used to handle the data  extraction  and  moving.  Third  party
commercial products are available to take advantage of the database  interfaces;
however, they typically require additional custom programming to ensure that the
correct data is extracted in the correct format.

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<PAGE>

In this type of environment, Universal Update(TM) adds value by allowing data to
be easily  extracted  and moved between  disparate  data sets.  Little,  if any,
custom programming is required. In cases where custom programming is required, a
user can typically limit such changes to a small portion of the program,  called
"adapters,"  through a software  developer  kit (SDK)  included  with  Universal
Update(TM). Selecting data to be extracted is a simple point-and-click operation
through a feature rich GUI. A user may also further  refine the data by applying
filters to the data targets.  Since the transport protocol between the different
modules of Universal  Update(TM) is TCP/IP, the product can be used to move data
between both local and remote data sets.

How the Customer Benefits From Universal Update(TM)

     Universal Update(TM)technology:

     -   Extends a company's system investments,
     -   Eliminates the complexity of advanced data distribution,
     -   Lowers the cost of providing timely information updates,
     -   Improves communication between distributed partners, customers, and
         employees, and
     -   Ensures  flexibility  for future  integration  with new data  sources
         and applications.

Current Status of Development

We are currently  shipping v1.6 of Universal  Update(TM) with plans to release a
beta test  version of v1.7 at the end of September  2000 and a final  version of
v.1.7 at the end of  December  3000.  We plan to  release  new  versions  of the
product every 3 - 4 months for the next year. We invested  $856,111 and $597,774
in development of Universal Update(TM) in FY 1999 and FY 2000 respectively.  The
reason  for the  decrease  in  development  costs  in FY 2000  was  insufficient
funding.

The purpose for this  aggressive  release  schedule is to catch up for  cutbacks
experienced in FY 2000 and to meet additional  customer demands. A sample of the
enhancements planned for implementation over the next year is listed below.

     o   We plan to make performance and task management improvements.

     o   Universal  Update(TM)  will be revised to maintain table to table
         relationships  when  distributing  information  between disparate
         database systems.

     o   We plan to add data preview tools to view data within a potential
         source database system as an external tool

     o   We plan to alter  Universal  Update(TM) to include the ability to
         create  products  that span  multiple  tables  within a  database
         system  without  creating  a custom  view  using  database  tools
         provided by the particular database vendor(s).

     o   We plan to alter  Universal  Update(TM)  to allow  users with SQL
         experience  to make  modification  to the SQL  statement  used by
         Universal  Update(TM).  This  will give the user the  ability  to
         provide more advanced filter  criteria  depending on the database
         source and the expertise of the Universal Update(TM) user.

     o   We plan to add a  transformation  API that  will  allow  users to
         perform major data  transformation  during the data  distribution
         process of Universal Update(TM).  With this, Universal Update(TM)
         users with Java and SQL  expertise  will be able to write to this API.

Opportunities for Use of Universal Update(TM)

Because of the universal nature of the data exchange problem, there are numerous
potential applications for Universal Update(TM) technology. Common tasks such as
effecting a change  from older  technology  to new  technology,  tying  together
different  groups  within  a  company  and  allowing  data  interchange  between
companies all create opportunities for Universal  Update(TM).  Examples of tasks
for which our Universal Update(TM) technology has been and can be used, based on
our discussions with customers, include:

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<PAGE>

     o   Synchronizing data from different systems in a university setting.

     o   Consolidating  data from different  sources to a single  authoritative
         source within a data center.

     o   Replicating  government employee contact  information  throughout
         the  enterprise  from the  human  resources  package  that is the
         authoritative source.

     o   Importing  employee  information from a human resources database into
         a health insurers database.

     o   Updating a hosted web-based catalog from customer databases.

     o   Aggregating corporate data to specialized servers that distribute
         data to hand-held devices.

Our Strategy

We have  elected  to  focus  on a  parallel  marketing  strategy  pursuing  both
near-term niche opportunities and longer-term strategic  opportunities.  We hope
that this parallel approach will allow Sundog to realize near-term revenue while
establishing a longer-term strategic market position.

Seek Near-Term Niche Opportunities

In order to  generate  revenues in the near term,  we are seeking  opportunities
with   the   following   characteristics,   which   projects   we  call   "niche
opportunities":

     o   Little  existing  competition.   There  are  applications  and/or
         databases  that have not achieved  wide market  acceptance.  As a
         result,  third party tools and  services  are limited -- creating
         little or no existing competition for Sundog.

     o   Sufficient market size.  Ideal markets are smaller segments that
         are not well supported but offer reasonable revenue opportunities.

     o   Easy technical market entry. Niche opportunities must require few
         or no changes to our exisitng product. This will allow us to keep
         the majority of our technical  resources  focused on  longer-term
         strategic opportunities.

     o   Well-defined,  active channel.  A well-defined and active channel
         is key,  even if the  channel  is small,  allowing  us to quickly
         enter this market and fully leverage sales and marketing resources.

     o   Sufficient time window.  Once a need has been identified within a
         market, there must be a sufficient window of opportunity to allow
         reasonable  time for  sales  and  marketing  activities.  Factors
         include a  reasonably  stable  customer  base and no  significant
         planned changes to the applications we are targeting.

     o   Possible   synergy  with  other  niches.   An  example  would  be
         developing a solution  for a financial  package that could easily
         be adapted to other similar financial packages.

Seek Long-Term Strategic Opportunities

In order to strategically  position  ourselves for the long term, we are seeking
opportunities  with the following  characteristics,  which we view as "strategic
opportunities":

     o   Significant market  opportunity.  The ideal market opportunity
         would be in a rapidly expanding market with substantial growth
         potential.

     o   Strong  partnership  positions.  We would like to gain  market
         entry and  establish a strategic  position  though one or more
         key partnerships.

     o   Long-term revenue potential. We are seeking a market with size
         and  dynamics  that will  permit us to  establish  a long-term
         revenue position.

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<PAGE>

     o   Competitive advantages.  We hope to establish a technical advantage and
         key strategic relationships.

Identified Near-Term Niche Opportunities and Long-Term Strategic Opportunities

Sundog  Technologies  has identified  several  near-term and longer-term  market
opportunities, including the following:

->       Near-Term Opportunity - Business Intelligence

"Business Intelligence" refers to the process of gathering and analyzing data to
gain  additional  insight into business  issues and  processes.  It  encompasses
several  traditional data functions including data mining, data distribution and
reporting. These functions are well established for mainstream markets; however,
we have identified  several  opportunities in smaller market segments and should
begin producing revenues from those segments by the end of August 2000.

->       Longer-Term Strategic Opportunity - Mobile Computing

Mobile  computing is  currently  being  heralded as the next great  frontier for
computing  opportunity.  Business  Research  Group  estimates  that there are 50
million mobile  workers in the United States alone.  Gartner Group has predicted
that by the end of  2000,  40% of  white-collar  workers  will  work in a mobile
environment  and  that,  by  2003,  137  million  businesses  worldwide  will be
employing servicing or supporting the mobile computing workforce.

Mobile  computing began with notebook  computers but is currently being extended
to personal digital  assistants - (PDA's) and web enabled phones - (WEP) through
wireless access  protocol  (WAP).  Both of these last two platforms are far more
pervasive  and widely used than  desktop and  notebook  PC's.  Industry  experts
estimate that there are 1 billion wireless phones in use worldwide. As PDA's are
updated to include better connectivity capabilities (similar to wireless phones)
and as wireless phones gain additional  computing capability (similar to PDA's),
a huge market will be created for  content  management  and content  delivery to
these platforms.

Corporations  are beginning to recognize the importance of PDA's and WEP's as an
extension to their corporate computing platforms.  One of the technical problems
involved  with using these mobile  devices for  corporate  computing is enabling
complex  corporate  processes on these platforms.  One industry leader describes
this problem as "fitting an elephant in a teacup."

Our Universal  Update(TM) is a perfect  solution for this problem,  allowing key
pieces of data to be extracted from complex  corporate sources and replicated to
mobile computing devices.  We are aggressively  pursuing  partnerships that will
allow us to offer this type of solution to the mobile computing market.

Our Partnership With Aether Software

One of the first such  partnerships  is our  partnership  with Aether  Software,
announced on June 13, 2000. Aether Software produces a family of products called
ScoutWare(TM).  ScoutWare(TM)  products  are  designed  to manage  PDA's and the
content on those  devices  from a central  server.  By  deploying  ScoutWare(TM)
solutions, corporations can utilize PDA's as valuable mobile computing platforms
for a variety of enterprise IT functions.  As Aether Software's technologies are
combined with Universal Update(TM), Sundog and Aether Software expect to offer a
powerful  solution for accessing and updating  corporate data sources from or to
PDAs. The benefits of this partnership provided by both Companies include:

     o   Aether provides the framework for centrally  managing and  distributing
         information to PDAs,

     o   Sundog provides easy access to multiple complex data sources,

     o   Sundog  eliminates  the need for custom  programming  or  scripting  to
         access data and create data conduits,

     o   Sundog is non-intrusive to data sources so that no changes are required
         to core data or business processes,

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<PAGE>

     o   Sundog automatically recognizes a change in source data, tracks changes
         and   distributes    incremental   updates   and   leverages   Aether's
         ScoutWare(TM) to ensure that all mobile targets have current data sets,

     o   Interoperability  between ScoutWare and Universal Update(TM)is expected
         to provide ease of use,

     o   The combined solution is expected to include full automation of conduit
         and forms development so that PDA forms and applications, and access to
         the data that drives those forms,  can be quickly and easily  developed
         and implemented, and

     o   The  combined  solution  is  expected  to permit  deployment  of mobile
         solutions in hours, versus days or weeks.

->       Under Consideration For Future Expansion

We are constantly considering additional market opportunities as a way to expand
our product line and gain revenue from other market segments. Some of the market
opportunities currently under consideration include.

     o   Web content management

     o   Business to business (B2B) data interchange

     o   Directory services enablement


These and other  market  opportunities  are being  evaluated  in terms of market
potential, competition, expected growth and other factors.

Protection of Intellectual Property

We regard our intellectual  property as critical to our success,  and we rely on
copyright,  patented  and trade  secret  protection  to protect our  proprietary
rights in intellectual  property. We are currently pursuing and expect to pursue
the registration of additional copyrights,  patents and trademarks in the United
States. In addition,  all of our employees involved the creation of any software
or other products being developed by the Company have signed confidentiality and
invention agreements.

As  our  operations  expand,  we  intend  to  effect  appropriate  registrations
internationally and domestically as our operations expand, but the United States
or foreign  jurisdictions  may not afford any  protection  for our  intellectual
property. Any of our intellectual property rights may be challenged, invalidated
or  circumvented,   or  the  rights  granted  thereunder  may  not  provide  any
competitive advantage.

Competition

The  computer  software  industry  is  highly  competitive,  global in scope and
comprised of myriad  enterprises and individuals.  Methods of competition within
the industry include,  but are not limited to, marketing,  product  performance,
price, product differentiation, service, technology and compliance with industry
standards.  We anticipate that present and potential  competition in the various
markets we serve or intend to serve will come from  enterprises  and individuals
of various  types,  many of which are larger and have greater  resources than we
do.  Firms not now in direct  competition  with Sundog may  introduce  competing
products in the future.  It is possible  for  companies  to be at various  times
competitors, customers and collaborators in different markets.

Competitors  for  Sundog's  present  products,  including  Universal  Update(TM)
version  1.6,  include  Crossworld's   (product)  Peer   Direct's(product)  Data
Function's and (product). While they are competitors, we differentiate ourselves
in two significant ways. Our competitors require  significant  programming where
Universal  Update(TM) provides a point and click easy-to-use  interface and they
are very  intrusive  while  Universal  Update(TM)  is  non-intrusive  in that it
requires read only rights.

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<PAGE>

Employees

As of  March  31,  2000,  in  addition  to  our  executive  officers,  we had 18
employees,  including 6 computer  programmers,  9 marketing and sales employees,
and  3  administrative  and  clerical  employees.   None  of  our  employees  is
represented  by a  collective  bargaining  organization,  and  we  consider  our
relationship with all our employees to be satisfactory. All of our employees are
presently  located at our  facility in at 4505 South  Wasatch  Boulevard in Salt
Lake City,  Utah and are  expected to  relocated  to the facility at 10542 South
Jordan Gateway, Suite 200, South Jordan, Utah 84005.

Subsequent Events-- Sale of QV and Acquisition of Common Shares of Envision

The Purchase and Sale Transaction.

On June 5, 1998, we formed a new subsidiary company, Qui Vive Inc. QV is engaged
in the development of e-mail security  software.  During late 1999, our board of
directors  determined  that the  funding  requirements,  business  strategy  and
corporate  culture  of QV were  not  compatible  with  Sundog's  objectives  and
resources and determined to sell the subsidiary.

We  had  previously  had  discussions  with  Envision  Development   Corporation
(successor in interest to "Perfumania.com")  concerning a business  relationship
and were aware of  Envision's  interest  in  acquiring  rights in secure  e-mail
products  and  technology.  After  extensive  arms-length  negotiations  between
Envision  and Sundog,  on March 31, 2000 we entered into an Amended and Restated
Acquisition   Agreement  (the   "Acquisition   Agreement")  with  Envision,   QV
Acquisition Co., and Rock Mountain Ventures Fund, LP.

Pursuant to the  Acquisition  Agreement,  on April 7, 2000,  we  transferred  to
Envision all of our interest in QV in exchange for 1,219,500  shares of Envision
common  stock  delivered  at closing  and an  agreement  by Envision to issue to
Sundog another 272,500 shares of Envision common stock within 2 business days of
the  approval of such  issuance by its  shareholders.  Approval of the  Envision
shareholders  for the issuance of the  yet-unissued  272,500  shares of Envision
common  stock is required by the rules of the  American  Stock  Exchange,  Inc.,
because Sundog will be issued more than 20% of the issued and outstanding  stock
of Envision.

The 1,219,500  shares of Envision common stock we presently own, and the 272,500
shares  of  Envision  common  stock  we  expect  to  acquire  are  subject  to a
contractual  covenant prohibiting sale of such stock in the open market any time
on or before  October 7, 2001.  We are  permitted  to sell such  shares in large
blocks in privately negotiated transactions;  nevertheless, because any acquirer
must take such shares subject to the prohibition on sale before October 7, 2001,
we expect  interest  in  acquiring  our  Envision  shares to be limited  and the
purchase and sale price in any such  transaction  to be a  significant  discount
from current market prices. Even after all contractual  restrictions on the sale
of our shares of Envision common stock have expired, such shares may continue to
be "control  securities"  and may not be resold expect  pursuant to an effective
registration  statement or pursuant to the  so-called  "leak out"  provisions of
Rule 144 promulgated under the Securities Act.

Use of Our Shares of Envision common stock.

In the  near-term,  we intend to hold our shares of Envision  common stock until
application  contractual and legal  restrictions  expire, and we are able to use
such shares to help fund our operations. In light restrictions on resale imposed
by the securities laws and the contractual  restriction  prohibiting sale of our
shares of Envision  common stock on an exchange  prior to October 7, 2001, we do
not intend to sell our shares of Envision  common  stock in the  market.  To the
extent permitted by applicable  securities laws, we plan to pledge our shares of
Envision  stock as collateral for a loan and/or selling one or more large blocks
of our shares of Envision  common stock in a privately  negotiated  transaction.
Nevertheless,  because of the applicable contractual and legal descriptions,  we
have been unable, to date, to find any persons  interested in providing funds in
exchange for our pledge or transfer of our shares of Envision  stock.  We expect
that using our shares of Envision  stock to obtain  funding will  continue to be
difficulty  until October 7, 2001, when the contractual  restriction on transfer
expires.  If we are able  obtain any  funding  by using our  shares of  Envision
common stock, we intend to use such funds for our ongoing research,  development
and operations.

                                       8
<PAGE>

Information Concerning Envision Development Corporation

Although our President  and CEO, Alan Rudd,  serves on the board of Envision and
we own approximately  19.9% of the outstanding  shares of Envision common stock,
we do not intend to be actively  involved in the  management of Envision and, in
general,  we do not have,  and are  unable  to  provide,  information  about the
operations  or finances of Envisions.  Envision  files  annual,  quarterly,  and
current reports,  proxy statements,  and other information with the SEC. You may
read and copy any reports,  statements, or other information that Envision files
at the SEC's Public Reference Room at 450 Fifth Street, N.W.,  Washington,  D.C.
20549.  Please call the SEC at  1-800-SEC-0330  for further  information  on the
Public   Reference   Room.   The   SEC   also   maintains   an   Internet   site
(http://www.sec.gov)   that  makes  available  to  the  public  reports,   proxy
statements, and other information regarding issuers, such as Envision, that file
electronically with the SEC. We disclaim control of Envision. We do not warrant,
and expressly disclaims any knowledge or belief concerning,  the accuracy of any
document  filed  by  Envision  with  the  SEC or any  other  publicly  available
information concerning Envision disseminated to the public.

Certain Risk Factors

Our short and long-term  success is subject to certain risks,  many of which are
substantial in nature. You should consider carefully the following risk factors,
in addition to other information contained in this report as you evaluate us and
our  business.  Any one of these  factors  could  cause  actual  results  of our
operations to differ materially from projected results.

We are in the development stage,  meaning that we have had only limited revenues
from sales of products or services.

We are is in the development stage and have a limited operating  history.  There
can be no assurance that we will be able to achieve a significant level of sales
or attain  profitability.  Our  operations  to this point  have been  limited to
developing software, making initial sales under contracts with two customers and
obtaining financing for our operations. As a result of the increase in operating
expenses  caused by recent  hiring of a sales  force,  operating  results may be
adversely  affected if significant sales do not materialize in the near term. We
can provide no assurance that we will be able to generate  significant  sales in
the near term or the long term.

We have incurred  substantial losses since our inception,  expect to continue to
incur losses and may never be profitable

We have incurred  operating  losses each year since our inception in 1992. As of
March 31, 2000, our accumulated deficit was approximately  $8,402,222. We expect
to incur additional losses for the foreseeable  future, and we expect our losses
to increase as our research and  development  efforts  progress.  Our  operating
expenses are expected to increase as a result of our recent hiring of a 6 person
sales force,  a new  management  team and planned  additional.  We do not expect
sales revenues to increase in sufficient amount during the coming fiscal year to
offset our operating expenses, and we can provide no assurance that our revenues
will ever be large  enough to offset  operating  and other  expenses.  We do not
expect to be profitable in the near future and may never be profitable.

We require  additional  capital to meet our short term  obligations and continue
development of our products.

We do not presently have working  capital  sufficient to meet our immediate term
obligations.  We have entered into a loan agreement  pursuant to which a private
lender has agreed to loan us up to $8,000,000 (in eight $1,000,000 traunches) at
an interest rate of 8.375% for a five-year term; however,  one of the conditions
precedent to the lender's  obligation to fund such loan--the  market price for a
share of Envision common stock exceeding  $28.50--is presently not satisfied and
may not be  satisfied  at any time in the near  future.  If the lender  does not
waive such  condition  precedent  (as the lender has indicated it intends to do)
and refuses to fund the loan,  we will have a critical  shortage of capital and,
if we  cannot  obtain  funding  from  other  sources,  will be unable to pay our
current expenses.

Even if the loan does fund, if we do not begin to generate  significant revenues
in the near  future,  we will need to raise  additional  funds to fund our rapid
expansion, to develop new or enhance existing services or products or to respond
to competitive pressures. If additional funds are raised through the issuance of
equity or equity-linked securities, the percentage ownership of our stockholders
would be reduced. In addition, these securities may have rights,  preferences or
privileges  senior  to those of our  stockholders.  We  cannot  assure  you that
additional  financing will be available on terms  favorable to us, or at all. If
adequate funds are not available or are not available on acceptable  terms,  our
ability to fund our  marketing  and  planned  product  development  programs  or
otherwise respond to competitive pressures would be significantly limited.

                                       9
<PAGE>

Our  accountants  have  included  an  explanatory  paragraph  on  our  financial
statements regarding our status as a "going concern."

Our consolidated financial statements included in this report have been prepared
on the  assumption  that we will continue as a going  concern.  Our  independent
public accountants have issued their report dated June 12, 2000_that includes an
explanatory paragraph stating that our recurring losses and accumulated deficit,
among other things,  raise  substantial doubt about our ability to continue as a
going  concern.  Our product  line is limited and it has been  necessary to rely
upon  financing  from the  sale of our  equity  securities  and  certain  assets
consisting of marketable securities to sustain operations.  Additional financing
may be required if we are to continue as a going concern.

The market may not accept our software and technologies.

Our software is in a development stage. Our Universal Update(TM) 1.5 program was
first publicly  distributed in December 1998 and has produced only limited sales
to date,  despite the release and distribution of an enhanced version in June of
1999. Our Universal  Update(TM) 1.6 with support for Linux was first released on
April 17,  2000,  and we have no sales as of June 30,  2000.  We can  provide no
assurance that end-users will be interested in purchasing any of our existing or
future products in the near term or the longer term.

We face significant competition from remote access software developers.

The market for remote access software is highly  competitive  greater financial,
technical and marketing  resources than we do. These  advantages may enable them
to respond more quickly to new or emerging  technologies and changes in customer
preferences.  These  advantages  may also allow them to engage in more extensive
research and development,  undertake extensive far-reaching marketing campaigns,
adopt  more  aggressive  pricing  policies  and make more  attractive  offers to
potential  employees and strategic  partners.  As a result,  we may be unable to
obtain a significant  market share in the remote access  software  business.  In
addition,  competition may result in price reductions,  reduced gross margin and
loss  of  market  share.  We may  not  be  able  to  compete  successfully,  and
competitive  pressures may adversely affect our business,  results of operations
and financial condition.

We are dependent upon highly qualified personnel, and the loss of such personnel
is a risk to our success.

We are highly  dependent upon the efforts of management and technically  skilled
personnel,  including  programmers and engineers,  and future  performance  will
depend in part upon our ability to increase  sales,  manage growth  effectively,
and to retain the  services of our  management,  our  technical  staff and sales
staff.  Because  competition  for  management,  technical and sales personnel is
intense,  we may be unable to retain our key  employees or attract  other highly
qualified  employees  in the  future.  The  loss of the  services  of any of our
management,  technical  or sales  team of the  failure  to  attract  and  retain
additional key employees  could have a material  adverse effect on our business,
financial condition and results of operations.

We rely on our  intellectual  property  rights,  and if we are unable to protect
these  rights  we  may  face  increased  competition  and  our  business  may be
materially adversely affected.

We regard our intellectual  property as critical to our success,  and we rely on
copyright,  patent and trade secret protection to protect our proprietary rights
in  intellectual  property.  We are currently  pursuing and expect to pursue the
registration  of  copyrights,  patents  and  trademarks  in the  United  States.
Effective  trademark,  copyright,  trade secret or patent  protection may not be
available in every  country in which our products  are or become  available.  We
intend to effect appropriate  registrations  internationally and domestically as
our operations  expand,  but the United States or foreign  jurisdictions may not
afford any protection for our  intellectual  property.  Any of our  intellectual
property rights may be challenged,  invalidated or  circumvented,  or the rights
granted  thereunder  may not provide any  competitive  advantage.

                                       10
<PAGE>

We could alsoincur  substantial costs in asserting our intellectual  property or
proprietary rights against others, including any such rights obtained from third
parties, and/or defending any infringement suits brought against us. Although we
enter into  confidentiality  and  invention  agreements  with our  employees and
consultants,  there can be no assurance that such  agreements will be honored or
that we will be able to  protect  effectively  our  rights to  unpatented  trade
secrets and know-how.  Moreover,  there can be no assurance that others will not
independently  develop  substantially  equivalent  proprietary  information  and
techniques or otherwise gain access to our trade secrets and know-how. We may be
required  to  obtain  licenses  to  certain   intellectual   property  or  other
proprietary  rights from third parties.  Such licenses or proprietary rights may
not be made available  under  acceptable  terms,  if at all. If we do not obtain
required  licenses or proprietary  rights,  we could encounter delays in product
development  or find that the  development  or sale of products  requiring  such
licenses is foreclosed.

The software  industry,  and in particular,  the Internet,  are characterized by
rapid  development and change. We must develop products and technology that keep
pace with technological change.

The  software  and  Internet  markets  are  recognized  for rapid  technological
developments,   frequent  new  product   introductions   and  evolving  industry
standards. The emerging nature of these technologies,  products and services and
their rapid  evolution  require  that we  continually  improve the  performance,
features  and   reliability  of  our  software,   particularly  in  response  to
competitive offerings by other companies. There can be no assurance that we will
successfully  respond  quickly,  cost  effectively  and  sufficiently  to  these
developments.  There may be a time-limited  market opportunity for our products,
and there can be no assurance that we will be successful in achieving widespread
acceptance of our products before  competitors  offer products and services with
features  and  performance  similar  to  current  offerings.  In  addition,  the
widespread  adoption of new technologies or standards could require  substantial
expenditures to modify or adapt our products and services and which could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.  Furthermore, our new software enhancements may contain design flaws
or other defects that limit their marketability.

There can also be no assurance that research and  development and discoveries by
others  will  not  render  some  or all of our  products  or  potential  product
offerings  uncompetitive or obsolete.  We compete with a number of entities that
are currently  developing and producing  software products that compete with our
current and proposed  products.  Many of these  competitors  have  substantially
greater capital resources, research and development capabilities, and production
and marketing  resources,  capabilities and experience than we have available to
us. These competitors may succeed in developing products that are more effective
or less  costly  than any  products  that we may  develop,  or that gain  market
acceptance  prior  to  any of  our  products,  making  market  penetration  more
difficult for us.

Our shares of Envision  common stock may not be sold in the market until October
7, 2001. Even after such date, they will be "control  securities" and subject to
certain restrictions.

The 1,219,500  shares of Envision common stock we presently own, and the 272,500
shares  of  Envision  common  stock we  expect  to  acquire,  are  subject  to a
contractual  covenant prohibiting sale of such stock in the open market any time
on or before  October 7, 2001.  We are  permitted  to sale such  shares in large
blocks in privately negotiated transactions;  nevertheless, because any acquiror
must take such shares subject to the same  prohibition on sale before October 7,
2001, we would expect  interest in acquiring  our Envision  shares to be limited
and the  purchase  and sale price in any such  transaction  to be a  significant
discount from current market prices.

Even after any  contractual  restrictions  on the sale of our shares of Envision
common stock have expired,  such shares will continue to be "control securities"
as that term is defined under the  Securities  Act, and may not be resold unless
and  until  such time as the  relevant  Envision  shares  are  registered  under
applicable  federal  and  state  securities  laws or unless  an  exemption  from
registration  is available.  After October 7, 2001,  the Envision  Shares may be
sold in  compliance  with Rule 144 adopted  under the  Securities  Act. Rule 144
provides,  in part, that a person holding control securities for a period of one
year may sell in any  three-month  period an amount  equal to the greater of the
average  weekly  trading  volume of the stock  during  the four  calendar  weeks
preceding the sale, or one percent of the issuer's  outstanding common stock. As
a result of such restrictions on  transferability,  we will be unable to quickly
liquidate  our Envision  shares in the public  market at any time.  Our Envision
shares  may  significantly  decrease  in value  before  we are able to sell such
shares.

Shares of Envision common stock may be significantly overvalued.

The  valuations  of companies  such as Envision that engage in business over the
Internet  have been  volatile  and,  despite  such  volatility,  have  generally
increased  dramatically  over the last few years.  Such valuations have been far
out of line with the valuations  attributed to companies  engaged in other lines
of business and many  investment  advisors have warned that such  valuations are
not warranted and are overinflated. There can be no assurance that the valuation
of our shares of Envision common stock will not suffer a significant  correction
before such Envision shares can be sold in compliance with governing contractual
covenants and the securities laws.

                                       11
<PAGE>

We will be required to  recognize  capital gain and pay taxes on the sale of our
Envision shares.

If we sell some or all of our shares of Envision common stock, we will recognize
gain (or loss) for tax purposes on the  Envision  shares sold in an amount equal
to the  difference  between  the sale price of such shares and our basis in each
such share.  Moreover,  if, in connection  with our sale of any of our shares of
Envision common stock, our board of directors declares a dividend,  shareholders
of Sundog entitled to receive such dividend will be required to pay income taxes
at the rate  applicable to ordinary  gains. To the extent you give any weight to
the value of our shares of  Envision  common  stock in valuing  our  business or
shares,  you should be aware that,  because of applicable  taxes,  the amount of
money  we may be able to use or  distribute  upon  eventual  disposition  of our
shares of Envision common stock will be significantly less than the market price
of such shares.

Although our license  terms limit our liability  for product  liability  claims,
there can be no assurance that such a claim will not be brought in the future.

We have not experienced product liability claims to date. However,  our products
include programs designed for mission critical  applications,  creating the risk
that the failure or  malfunction of our products may result in serious damage or
loss  and  open us to a claim  for  damages.  While  contract  terms  limit  our
exposure,  there  can also be no  assurance  that a court  would  not rule  such
provisions  to be invalid  or  unenforceable,  or that  changes in the law would
render  such  terms  void or  unenforceable.  A  successful  claim  could have a
material adverse effect on our operations and finances. Furthermore, the cost of
defending against a claim, even  successfully,  could be material and could have
an adverse  effect on our  results of  operations  and an adverse  effect on the
marketing of our products.

There is no present  market for our common  stock,  and it is  possible  no such
market may ever develop

There has been no market for our common stock, and it is possible that no market
will develop.  Our common stock is not listed on any exchange,  and it may never
be  eligible  to be listed on any  exchange.  We intend to seek  listing  on The
Nasdaq  SmallCap  Market or quotation  on the Nasdaq OTC  Bulletin  Board during
2000, but our application may not be accepted.  Until we are eligible to satisfy
the listing  criteria of Nasdaq or another  stock market or qualify to be quoted
on the Nasdaq OTC Bulletin Board,  trading,  if any, in our common stock will be
extremely  limited or non-existent.  Consequently,  an investor may find it more
difficult to dispose of, or to obtain  accurate  quotations  as to the price of,
our securities.

The  unpredictability  of our quarterly results of operations makes it difficult
to predict  our  financial  performance  and,  if a market for our common  stock
develops, may adversely affect the trading price of our common stock

Our quarterly  results of  operations  have varied in the past and are likely to
vary  significantly  from quarter to quarter.  A number of factors are likely to
cause these variations,  some of which are outside of our control. These factors
include:

     o   the rate at which customers  purchase  Sundog's software and the prices
         paid for such software;
     o   the amount and timing of capital  expenditures and other costs relating
         to the expansion of Sundog's  business;
     o   the introduction of software  products by Sundog or its competitors;
     o   price competition or changes in Internet and computer technology; and
     o   technical  difficulties  or  economic  conditions  specific to Sundog's
         business.

Due to these and other factors, we believe that  quarter-to-quarter  comparisons
of our operating results may not be meaningful and you should not rely upon them
as an indication of our future performance.  Our operating expenses are based on
expected  future  revenues and are  relatively  fixed in the short term.  If our
revenues are lower than expected,  we would incur greater than expected  losses.
In addition,  during future periods our operating results likely will fall below
the  expectations  of investors.  In this event,  the market price of our common
stock likely would decline.

                                       12
<PAGE>

Our founders and a single  investor hold a majority of our  outstanding  shares,
which  will  allow  them to  influence  the  outcome  of  matters  submitted  to
stockholders for approval.

The founders of Arkona,  most of whom are no longer affiliated with Sundog,  and
Caldera Holdings,  L.C. collectively own and have the power to vote 58.4% of our
issued and  outstanding  common  stock.  As a result,  these  stockholders  have
substantial control over matters requiring approval by our stockholders, such as
the election of directors and approval of significant corporate transactions. In
addition,  to the extent such  investor  have ties with  current  members of the
board of directors and management, this concentration of ownership may also have
the effect of delaying or preventing a change in control.

Our board may issue  preferred  stock without  shareholder  approval,  which may
adversely affect the value of our common stock and permit the our board to block
a takeover attempt.

Our board of directors  has the  authority to issue up to  10,000,000  shares of
preferred  stock  and to  determine  the  rights,  preferences,  privileges  and
restrictions of such shares without further vote or action by our  stockholders.
The  rights of the  holders  of common  stock  will be  subject  to,  and may be
adversely affected by, the rights of the holders of any preferred stock that may
be issued in the future. In addition, the issuance of preferred stock could have
the effect of making it more  difficult  for third parties to acquire a majority
of our outstanding voting stock.

Obtaining  additional  capital  through the sale of common  stock will result in
dilution of shareholder interests.

If additional funds are raised by issuing  additional shares of common stock, or
securities  such as options or  warrants or  preferred  stock  convertible  into
common stock,  further  dilution of the equity  ownership of existing holders of
our common stock will result. If adequate funds are not made available to us, we
may be  required  to  delay,  scale  back or even  eliminate  one or more of our
product  candidates  and/or product  development  programs,  and/or obtain funds
through  arrangements with collaborative  partners or others that may require us
to relinquish rights that we would not otherwise relinquish.

There is no  present  public  market for our  common  stock.  If and when such a
market develops, our stock price may be volatile.

There has been no market for our common stock and there is no assurance that any
market will develop. Our common stock is not listed on any exchange. If and when
such a more  established  market may  develop,  the  market  price of our common
stock,  like  that of the  securities  of other  software  and  high  technology
companies,  may be highly  volatile.  Broad market  fluctuations  may  adversely
affect the market price of our common stock.  Our stock price may be affected by
each of the factors described above, as well as:

     o   Announcements   by   us   or   competitors   concerning   technological
         innovations,  new  products  or  procedures  developed  by  us  or  our
         competitors,  o The adoption or amendment of  governmental  regulations
         and similar  developments  in the United  States and foreign  countries
         that  affect  our  products  or  markets  specifically  or our  markets
         generally,

     o   Disputes relating to patents or proprietary rights,
     o   Publicity  regarding  actual or potential  results  relating to product
         candidates under development by us or a competitor,
     o   Delays in product development,
     o   Slow acceptance of our products in new or existing markets, and
     o   Economic  and  other  external  factors,  as well  as  period-to-period
         fluctuations in financial results.

Anti-takeover  provisions  of  Delaware  Corporate  Law and our ability to issue
preferred stock may affect the price of our common stock and allows the Board of
Directors to issue securities that may  significantly  dilute your ownership and
voting power.

Under our Certificate of Incorporation,  as amended,  we are authorized to issue
up to  10,000,000  shares of preferred  stock.  We have not issued any Preferred
stock and there are no present plans to issue any Preferred  stock. Our Board of
Directors has the  authority to issue the  Preferred  stock with such voting and
other  rights  superior to those of our common  stock,  which could  effectively
deter any attempted takeover of the Company.  In addition,  the Delaware General
Corporation Law prohibits  certain mergers,  consolidations,  sales of assets or
similar  transactions  between a corporation on the one hand and another company
which  is, or is an  affiliate  of, a  beneficial  holder of 15% or more of such
corporation's  voting power (defined as an "Interested  Stockholder")  for three
years after the  acquisition of the voting power,  unless the acquisition of the
voting power was approved  beforehand by the corporation's board of directors or
the  transaction  is approved by a majority of such  corporation's  shareholders
(excluding the Interested Stockholder).  These provisions prohibiting Interested
Stockholder transactions could also preserve management's control of Sundog.

                                       13
<PAGE>

We have not declared any dividends with respect to our common stock.

We have  never paid cash  dividends  on our  common  stock.  We intend to retain
earnings,  if any, to finance the  operation  and expansion of our business and,
therefore,  we do not expect to pay cash dividends on Our shares of common stock
in the foreseeable future.

Item 2.  Description of Property

Sundog owns no real  property.  We currently  lease a 3,455 square foot facility
located  at 4505  South  Wasatch  Boulevard  in Salt  Lake  City,  Utah  from an
unaffiliated   third   party  at  which  we  conduct   all  of  our   corporate,
administrative, research (for Universal Update(TM) ) and development activities.
The lease of the Salt Lake facility  expires December 31, 2000. The base monthly
lease payment for that facility totals $5,643.

We are in the process of moving from our current  location  described above to a
8,340 square foot facility located 10542 South Jordan Gateway,  Suite 200, South
Jordan, Utah 84005. We are moving in order accommodate the additional  employees
hired to date and  those we  expect to hire in the near  future.  Also,  the new
office  space is more  centrally  located so that the Company can draw from both
Salt Lake and Utah County employee  markets.  Our new lease will expire July 31,
2005, and our initial base monthly lease payment will be $13,205 per month.

We believe that our new  facilities  are adequate for its needs for at least the
next year and do not  anticipate  any expansion or the need to acquire,  through
lease or otherwise, any additional facilities for at least one year.

Item 3.  Legal Proceedings

None.

Item 4.  Submission of Matters to a Vote of Security Holders

No matter was  submitted  to a vote of the  security  holders  during the fourth
quarter of the fiscal year covered by this report.

                                     PART II

Item 5.   Market for Common Equity and Related Stockholder Matters

There is no current  public  trading market for our common stock and there is no
assurance  that any market will ever  develop for such  shares.  To the extent a
market does develop in the future,  the market price of our common stock will be
subject to significant fluctuations as a result of several factors over which we
will have little or no control.

As of June 10,  1999 there were  approximately  23,929,745  shares of our common
stock issued and outstanding  held by  approximately  425 holders of record.  We
have never issued any shares of preferred  stock. We have never declared or paid
dividends on any class of our equity securities.

Recent sales of Unregistered Securities.

During the year ended  March 31,  2000,  the Company  sold and issued  1,295,420
shares of common  stock for cash  proceeds  of  $1,640,168  at a range of prices
between $0.95 and $3.00.  Between April 9, 1999 and June 2, 1999, 107,667 shares
were sold at $1.50 per share to 8  investors.  On June 23, 1999,  16,667  shares
were sold at $2.00 per share to one  investor.  Between  September  30, 1999 and
December 30, 1999,  855,719 shares were sold at $0.95 per share to 39 investors.
Between March 1, 2000 and March 9, 2000,  213,000  shares were sold at $2.00 per
share to 7  investors.  On March 9, 2000,  1,667  shares  were sold at $3.00 per
share to one investor.

                                       14
<PAGE>

The offer and sale of such shares of our common stock were  effected in reliance
upon the exemption for sales of securities not involving a public  offering,  as
set forth in Section 4(2) of the Securities Act of 1933, as amended,  based upon
the following based upon the following:  (a) the investors  confirmed to us that
they  were  "accredited  investors,"  as  defined  in Rule 501 of  Regulation  D
promulgated  under the Securities Act and had such  background,  education,  and
experience  in  financial  and  business  matters as to be able to evaluate  the
merits and risks of an  investment  in the  securities;  (b) there was no public
offering  or  general  solicitation  with  respect  to  each  offering;  (c) the
investors  were  provided  with any and all other  information  requested by the
investors with respect to the Company,  (d) the investors  acknowledged that all
securities  being  purchased were  "restricted  securities"  for purposes of the
Securities  Act, and agreed to transfer  such  securities  only in a transaction
registered  under the  Securities  Act or  exempt  from  registration  under the
Securities  Act;  and (e) a legend was placed on the  certificates  representing
each such security  stating that it was restricted and could only be transferred
if  subsequently  registered  under  the  Securities  Act  or  transferred  in a
transaction exempt from registration under the Securities Act.

                                       15
<PAGE>

Item 6.   Management's Discussion and Analysis

Fiscal Year Ended March 31, 2000  ("FY2000")  Compared With Year Ended March 31,
1999 ("FY1999")

The fiscal  year ended March 31,  2000 was a year of  transition  and change for
Sundog. We began the year focused on getting products  developed and released to
market; however, soon after the year started, we ran into cash flow problems. By
August 1999, several engineers and other staff employees had either left or were
asked to leave the Company.  By the end of November 1999,  most of the executive
staff had left the Company.  By the end of December  1999,  the  Company's  head
count was less than half of what it was when the fiscal year began.

In January  2000,  Alan Rudd was hired as CEO and  President  of  Sundog.  Since
coming to the Company,  Rudd has put in place an experienced  executive team and
sales  force.  With  that  done,  we are  working  to catch up on lost  time and
accelerate growth and success. Unfortunately, the sales force and executive team
were not hired until the end of the 4th quarter of FY 2000 and in some cases the
beginning of the 1st quarter of FY 2001.

Revenues for the FY2000 were $45,975,  compared to $75,167 for FY1999.  Revenues
for FY2000  were due to fees for  consulting  services  and the sale of software
licenses.  Revenues  for the year ended  FY1999 were  primarily  due to fees for
consulting  services.  The reason for the decline in revenues is  primarily  the
reduction of consulting services during FY2000.

Cost of goods sold  totaled  $47,125 in FY2000,  compared  to $49,756 in FY1999.
Operating  expenses for FY2000 totaled  $3,076,682 as compared to $1,744,539 for
FY1999. The increase was primarily due to increases in marketing and general and
administrative expenses.  Marketing, general and administrative expenses totaled
$2,431,783 in FY2000, compared to $838,672 in FY1999. The increase was due to an
increase in salaries of $405,269  and the  following  non-reoccurring  expenses:
professional fees increased $262,572 over the previous year with the majority of
the  increase  due to the  sale of Qui  Vive;  the now  closed  down  consulting
services group experienced an increase in expenses of $233,171; we experience an
increase in  depreciation  expense of $68,779  due to a change in the  estimated
life of  computer  equipment  from 5 years to 3  years;  and we  experienced  an
contract  labor of $135,279.  The Company also  recognized  $925,000 of deferred
compensation during the current period. The deferred compensation is a result of
options  that vested  during the period that were  granted at a price lower than
the then market value.

Operating  expenses in FY2000  included  $597,774 in  research  and  development
expense,  compared to $856,111 FY1999. This decrease in R&D costs was due to the
majority of the  technical  staff  either  leaving or being let go by the end of
August 2000.  Notwithstanding last year's loss of technical personnel, we expect
that research and development  expenditures will increase in the coming year due
to planned increases in engineering and testing.

We had $38,208 in interest income during FY2000,  compared to $46,767 in FY1999.
The net loss for the year  ended  March 31,  2000 was  $6,265,746  (or $0.27 per
share)  compared to a loss of $2,356,758  (or $0.11 per share) in the year ended
March  31,  1999.  The  increased  loss was  primarily  due to the  increase  in
marketing  and  general  and  administrative  expenses  and the  recognition  of
non-cash expenses.

Despite the turbulent year, we released  Universal  Update(TM) v1.6 in May 2000.
In addition,  during the fourth  quarter of FY2000,  our new marketing and sales
team  has  signed  the  Company's  first  distributor,  and  we  are  recruiting
resellers.  In addition,  we had some sales of Universal  Update(TM) v1.5 in the
fourth quarter of FY2000 and are gleaning valuable  information about customer's
needs and wants.  Our  marketing  efforts  are  currently  focused on  leveraged
activities  such as  trade  shows,  user  group  meetings  and  targeted  direct
mailings.  While  sales  are still  very  slow,  we are  building  momentum  and
awareness in the market place.

Liquidity and Capital Resources

At March 31, 2000, we had cash and cash  equivalents  of $492,657 as compared to
cash and cash equivalents of $2,193,344 as of March 31, 1999.

We have been unable to finance  our  operations  from cash flows from  operating
activities.  Substantial  funds and additional time will be required to continue
developing and commercializing our products.  Because operating  activities have
not  produced   significant  revenues  to  date  and  because  we  will  require
significant  capital to accomplish the  objectives  set forth above,  additional
equity  and/or debt funding will be required.  Such funding may not be available
or may not be available on favorable terms.

                                       16
<PAGE>

Our current cash and cash  equivalents  are  insufficient to fund our activities
during the coming  year.  The Company  continues to try to leverage the value of
its  Envision  common stock to obtain  loans.  However,  due to the  restriction
placed on the stock and fluctuations and uncertainties  surrounding the Envision
stock, the Company has not been successful  obtaining any type of financing.  If
we are unable to obtain  financing  through the use of the Envision  common,  we
will be required to seek additional funding through the sale of its securities.

Although  we do not expect to make any  purchases  of new plants  during  coming
year,  we do  plan  to  purchase  significant  amounts  of  additional  computer
equipment for our testing and research and development efforts. We also continue
to  evaluate  new  product  opportunities  and may,  if  necessary,  seek to add
equipment  and  personnel  to pursue such  opportunities  in the  future.  If we
purchase  significant  amounts of  additional  computer  equipment or expand our
operations to develop new  products,  we may need to seek  additional  financing
through  borrowing or the sale of  securities.  There can be no  assurance  that
additional  funding will be available as required or on terms that are favorable
to the Company.  The issuance of shares of the  Company's  common stock or other
securities  convertible  into such  securities  will  result in  dilution to the
shareholders of the Company and such dilution may be material and substantial.

Our consolidated  financial statements have been prepared on the assumption that
the Company will continue as a going concern. Our independent public accountants
have  issued  their  report  dated June 12, 2000 that  includes  an  explanatory
paragraph stating that our recurring losses and accumulated deficit, among other
things,  raise  substantial  doubt  about our  ability  to  continue  as a going
concern.  Our product  line is limited,  and it has been  necessary to rely upon
financing  from  the  sale  of its  equity  securities  to  sustain  operations.
Additional  financing will be required if we are to continue as a going concern.
If such additional funding cannot be obtained,  we may be required to scale back
or discontinue its operations.  Even if such additional  financing is available,
there can be no assurance that it will be on terms favorable to the Company.  In
any event,  such  financing  will result in immediate  and possibly  substantial
dilution to existing shareholders.

Item 7.   Financial Statements

The Company's  consolidated  financial  statements and associated  notes are set
forth on pages F-1 through F-17 of this report.

Item 8. Changes in and Disagreement With Accountants on Accounting and Financial
Disclosure.

         None.

                                       17
<PAGE>
                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

Directors and Executive Officers

         The following tables sets forth the names, ages, positions,  and tenure
of the directors and executive officers of the Company as March 31, 2000.
<TABLE>
<CAPTION>

Name                   Age        Position                                 Director Since
-----------------    -------   ----------------------------------------    ---------------
<S>                    <C>      <C>                                        <C>
Alan Rudd              48       CEO, President, Chairman of the Board      January 2000

John Zollinger         32       CTO, Vice President of Engineering,        October 1997
                                Director
Jerral Pulley          66       Director                                   August 1998-
                                                                           August 2000
Bryan Allen            33       Director                                   August 2000

Steve Russo            42       Vice President of Operations, Chief        February 2000
                                Financial Officer
Art Dearing            41       Vice President of Worldwide Business       February 2000
                                Development
Jeffrey L. Swain       41       Vice President of Strategic Relations      February 2000
</TABLE>

The following paragraphs sets forth certain biographical  information about each
of the foregoing:

ALAN RUDD, 48 , joined Sundog as Chairman & Chief  Executive  Officer on January
1, 2000. Rudd brings more than 20 years  experience in the computer  industry to
Sundog.  From March 1996 to November 1999 Rudd was the CEO of Vinca Corporation,
a  Utah-based  company  that  provided  continuous   availability  software  for
Microsoft-,   Novell-  and  IBM-distributed  network  platforms.   Under  Rudd's
leadership  Vinca  became a  recognized  worldwide  leader in high  availability
solutions.  In  recognition  of his  achievements,  Rudd was named  Utah's  1999
Entrepreneur  of the Year.  Vinca was  acquired by Legato  Systems of Palo Alto,
California (NASDAQ:  LGTO) on July 31, 1999. In addition to his role as Chairman
and CEO of Sundog, Rudd serves on the Board of Directors of Envision Development
Corporation (AMEX: EDV), a leader in innovative ebusiness  solutions.  Sundog is
the owner of approximately 20% of the outstanding stock of Envision.

Rudd has a keen  understanding  of how to  build a  company  from the  beginning
stages to a driving market force. In addition to building Vinca Corporation into
a market leader,  Rudd spent ten years in senior management  positions at Novell
where he helped to grow Novell into the  worldwide  leader in network  computing
with sales of more than $1.4  billion.  His positions at Novell  included  Legal
Counsel, Regional Manager, Area Director and Vice President of OEM Operations.

Rudd has a bachelor's degree in Business  Administration and Finance and a juris
doctorate from Brigham Young  University.  Following law school,  he spent seven
years as in-house legal counsel for several  corporations  including  State Farm
Insurance and Prime  Computer  before  joining  Novell and moving into corporate
management.

JOHN  ZOLLINGER,  32,  has been a  director  at Sundog  since  October  of 1997.
Zollinger  has been  involved in nearly all aspects of the software  engineering
industry during the past eleven years. His industry  experience spans enterprise
development from  warehousing/processing,  telecommunications,  banking, oil and
gas,  insurance,  and commodity  trading  systems.  In addition to his skills in
analyzing,   designing  and  implementing  mission  critical  software  systems,
Zollinger has a proven  ability to manage and bring  together  diverse groups of
engineers to achieve complex software project goals.

While  working with Moore  Business  Communications  Services from 1986 to 1994,
Zollinger led the  engineering  team that designed and implemented a large-scale
order  fulfillment and management  system for the  telecommunications  industry.
This system enabled AT&T to launch a new successful  business unit and has since
been used by other large  telecommunication  companies  such as Sprint,  MCI and
GTE. As an independent  engineering  consultant for Palo Alto-based  Filoli from
1994 to 1996,  Zollinger  helped guide the  development of a highly  distributed
claims  handling  system for  Industrial  Indemnity.  Zollinger  brought to this
project  extensive  experience in the development of advanced data migration and
data  distribution  systems.  Zollinger  also assisted  EOTT Energy  Partners in
establishing  standard  practices  for  object-oriented  analysis,  design,  and
implementation of an enterprise-wide oil and gas trading system.

                                       18
<PAGE>

JERRAL PULLEY,  66, served as a director at Sundog since between August 1998 and
August  2000.  Pulley  brings  substantial  expertise  in  marketing  and  sales
innovation to the Company's  management  team having held prior chief  executive
officer  positions  plus served as a senior  executive  for  several  nationally
recognized companies, including Procter & Gamble, PepsiCo, Squibb, Ryder System,
Hallmark  and Borden.  While  executive  vice  president of a division of Squibb
Corporation,  he grew sales from $75  million  to $500  million  with a six-fold
increase in pre-tax  profits,  reflecting his ability to identify core strengths
and roadmap strategic paths to long-term growth.

For the past  several  years,  Pulley has deployed  his  experience  by managing
and/or  consulting with a variety of mid-level  companies  seeking to grow sales
and improve profits, including First Scientific, providing topical antimicrobial
and shin  protection  products to the Health Care Industry and as Executive Vice
President of Marketing  for  Universal  Broadband  Networks,  a provider of high
speed DSL and telcom services, headquartered in Irvine, California.

Currently,  Pulley serves as a member on several  client boards and assists with
their strategic, new product development and marketing/sales needs.

BRYAN  ALLEN,  33, is outside  counsel to Sundog and has served as  director  of
Sundog since  August  2000.  Allen is of counsel at the law firm of Stoel Rives,
L.P. in Salt Lake City, Utah, where he advises clients on corporate, securities,
acquisition and other business matters.  Allen received bachelors degrees, summa
cum  laude,  from the  University  of Utah in  Economics  and  Chinese  Studies,
received a masters degree in religion, cum laude, from the Yale Divinity School,
and received his Juris Doctorate from Yale Law School.

STEPHEN L. RUSSO,  42, has been the Vice  President of Operations  and the Chief
Financial  Officer  of  Sundog  since  February  of 2000.  He is a CPA,  and his
education and experience in accounting  and  operations  span more than 19 years
and  include  expertise  in  financial  system  design and  implementation  with
significant experience in SEC disclosure and compliance. From October of 1992 to
October of 1997,  Russo served as vice  president of operations and CFO of Vinca
Corporation  where he was  instrumental  in growing the company to the worldwide
leader in high availability  solutions.  Russo was one of the key negotiators in
the sale of Vinca Corporation to Legato Systems,  Palo Alto,  California on July
31, 1999.  From September of 1989 to October of 1992,  Russo served as president
of  Merisoft,  a  high-tech  voice  recognition  company,   where  he  was  also
instrumental  in growing the company  and selling it for a  substantial  profit.
Russo is a graduate of Brigham Young University with a degree in Accounting.

In his  position as Vice  President  of  Operations,  Russo is  responsible  for
maintaining strong  profitability for Sundog by maintaining good profit margins,
budgeting and strategic fiscal management.  He is also part of the team deciding
how to  effectively  position  the Company for future  profitability  and taking
responsibility  for growing the Company  through  acquisition  of companies  and
technologies  that fit the mission and  objectives  of the Company.  He is a key
part of implementing  electronic tools and programs that are an integral part of
growing the business through technology. He and part of his team are responsible
to  constantly  look for new tools to make the Company more  efficient  and more
profitable by serving the customer better.

ART DEARING,  41, has been the Vice President of Worldwide Business  Development
for Sundog since February of 2000.  Dearing has been  instrumental in developing
relationships  with a number of key business  partners in strategic markets such
as mobile  computing.  Dearing brings more than seventeen years of experience in
high technology,  including the ownership of two successful  computer businesses
offering  complete system design and consulting  services.  He was the principal
architect  of a POS system  that is still  being  used  today by a major  retail
grocery  chain.  Prior to  commencing  work at Sundog,  Dearing was  Director of
Strategic  Relations for Vinca  Corporation  from December of 1993 to January of
2000,  where he demonstrated  the ability to more than double revenue through an
OEM and marketing  relationship with IBM. Through the IBM partnership he was the
key  player  in  multi-million  dollar  sales  to both the  Bank of  Brazil  and
Wal-Mart.  Dearing has extensive experience in setting product strategy with his
broad range of  technical  expertise.  He spent  approximately  two years,  from
January of 1992 to November of 1993, at DEC in Technical Consulting where he was
responsible for supporting sales in the design and implementation of systems for
large  enterprise  customers.  While at DEC Art was  largely  responsible  for a
multi-million  dollar deal with Micron for the  technical  support of PC LANs in
eight states. Art has a BS in Engineering from San Diego State University.

                                       19
<PAGE>

JEFFREY L. SWAIN, 41, has been Vice President of Strategic  Relations for Sundog
since  February  of 2000.  His  role  includes  the  development  of a  two-tier
distribution  channel as well as the development of OEM partners with the intent
of proliferating Sundog's technologies into hot markets such as mobile computing
and Web content update.  Swain brings more than twelve years of sales experience
in the network computing industry having served as Director of Channel Sales for
Legato Systems,  Inc., a leader in enterprise storage  management,  from January
1999 to February 2000. While at Legato, Jeff increased channel sales over 40% in
less  than six  months.  He  managed  the  inside  sales  team and in one  sales
promotion his team increased software maintenance sales by 400%. Swain has shown
an in-depth  knowledge of selling through a channel and has developed strong and
sustained relationships with the key channel partners in this industry. Prior to
working at Legato,  he was a Major  Market  Account  Manager for Informix in the
Southeastern  region from April 1996 to December  1997. He proved his ability to
sell to large complex  companies  such as Walt Disney World,  W.R. Grace and the
State of Florida.  Swain also sold a site license to twelve  counties in Florida
to be  used  for  statewide  electronic  ticketing.  Jeff  developed  particular
expertise in selling to state and local  government  entities as State and Local
Government  Sales  Manager for Novell  from July 1994 to April 1996.  He and his
team sold a master site license  agreement to seventeen of the twenty top states
in the United States, plus multi-million  dollar site licenses to the EPA and US
Courts.  Swain attended  Brigham Young  University  with an emphasis in Business
Management and Psychology.

In addition to the foregoing  directors and  executive  officers,  the following
employee is  expected  to make a  significant  contribution  to the  business of
Sundog:

SUSAN RICHARDS, 52 , joined Sundog in April of 2000, bringing with her more than
fifteen years of experience in the network  computing  industry in all facets of
marketing  communications.  She has been  instrumental  in building  company and
brand  recognition for both large and small companies  through public relations,
advertising, events and other marketing programs.

Prior to joining  Sundog,  Richards  directed all marketing  communications  for
Vinca  Corporation,  the worldwide  leader in high  availability  solutions from
April of 1993 to April of 1999.  At Legato  Systems,  Inc.,  from August 1999 to
March of 2000 , Susan  directed all public  relations  worldwide.  Richards held
several  key  positions  at Novell in  Corporate  Communications  and  Marketing
Communications  for Service and Education from June of 1986 to April of 1993 and
she  was  also a  senior  associate  with  Network  Associates  handling  public
relations activities for numerous clients including Novell and WordPerfect.

                                       20
<PAGE>

Item 10.  Executive Compensation

Summary Compensation Table

The  following  table  provides  certain  summary  information   concerning  the
compensation  paid or  accrued by the  Company to or on behalf of the  Company's
Chief Executive Officer,  as well as all other executive officers of the Company
whose aggregate  compensation  for the fiscal year ended March 31, 2000 exceeded
$100,000 (collectively, the "Named Executive Officers"). Stephen Russell was the
Chief  Executive  Officer of Sundog until August 1, 1999.  Carl Steffens was the
interim Chief Executive  Officer of Sundog from August 1, 1999 until November of
1999. Upon his  resignation,  Mr. Rudd Was appointed to serve as Chief Executive
Officer.
<TABLE>
<CAPTION>

                  Annual Compensation           Long-Term Compensation
                  -------------------           ----------------------
                                                Awards         Payouts
                                                ------         -------
                                                Other
                                                Annual                   Resticted     Securities
 Name and Principal                     Salary  Bonus    Compensation      Stock       Underlying      LTIP Payouts     All Other
     Position                   Year     ($)     ($)         ($)         Award(s)($)     Options           ($)             ($)
------------------             ------   ------  -----    ------------    -----------   -----------     ------------     ---------
<S>                             <C>    <C>      <C>      <C>             <C>           <C>             <C>              <C>
                                2000   56,250
Alan  Rudd,  CEO,   President            --       --          --             --            --              --               --
(from   Jan.   1,   2000   to   1999     --       --          --             --            **              --               --
present)                        1998     --       --          --             --            --              --               --

Carl  Steffens,  interim  CEO   2000   60,000     --          --             --                            --               --
(from   August   1,  1999  to   1999     --       --          --             --                            --               --
November 30, 1999)              1998     --       --          --             --         250,000            --               --

Stephen      Russell     CEO,   2000   41,583     --          --             --            --              --               --
President   (from   April  1,   1999   95,000     --          --             --            --              --               --
1999 to August 1, 1999          1998   46,667     --          --         1,540,000*        --              --               --
</TABLE>

* In October, 1997, Arkona, LLC was consolidated with The Thorsden Group Ltd. to
form  Sundog.  In such  transaction  the  founders of Arkona,  LLC were issued a
substantial  number of shares of Common Stock of Sundog.  Mr.  Russell  received
1,540,000 shares of Common Stock in such transaction.

** Does not include  options to  purchase  Common  Stock  granted to Mr. Rudd by
Caldera  Holding   Company,   L.C.  See  "Certain   Relationships   And  Related
Transactions."

Option Grants in Last Fiscal Year

The following table sets forth-individual grants of options to acquire shares of
Common  Stock made by the  Company to the Named  Executive  Officers  during the
fiscal year ended March 31, 2000.
<TABLE>
<CAPTION>

                                                   Percent of Total
                                                  Options Granted to
                                                  Employees in Fiscal
          Name               Options Granted              Year              Exercise Price         Expiration Date
          ----               ---------------              ----              --------------         ---------------
<S>     <C>                  <C>                         <C>                <C>                    <C>
Alan Rudd                          --*                     --                     Nil                    Nil

Carl Steffens                    250,000                 17.5%                   $.30                09/30/2002

Stephen Russell                    --                      --                     Nil                    Nil
</TABLE>

* Does not  include  options to  purchase  Common  Stock  granted to Mr. Rudd by
Caldera  Holding   Company,   L.C.  See  "Certain   Relationships   And  Related
Transactions."

Aggregated Option Exercises in Last Fiscal Year and Year End Option Values

The following  table sets forth the aggregate  value of  unexercised  options to
acquire  shares of Common  Stock  granted by the  Company  and held by the Named
Executive Officers on March 31, 2000 and the value realized upon the exercise of
options  during the fiscal year ended March 31,  2000.  Our Common  Stock is not
listed on an exchange or other quotations service, and accordingly,  the Company
cannot accurately  determine the fair market value of a share of Common Stock as
of the end of its most recent fiscal year.

                                       21
<PAGE>

For purposes of the following  table, we have assumed that the fair market value
of a share of Common  Stock on March 31,  2000,  the last day of our most recent
fiscal year, was $1.00.
<TABLE>
<CAPTION>
                                                                                            Value of Unexercised
                                                              Number of Unexercised       In-the-Money Options at FY
                      Shares Acquired    Value Realized     Options at FY End 2000(1)          End 2000 ($)(2)
    Name                on Exercise           ($)           Exercisable/Unexercisable     Exercisable/Unexercisable
    ----                -----------           ----          -------------------------     -------------------------
<S>                     <C>                   <C>           <C>                           <C>
Alan Rudd                   --                 --                      Nil                           Nil*

Carl Steffens               --                 --                    250,000                       $175,000

Stephen Russell             --                 --                      Nil                           Nil
</TABLE>

*        Does not include  options to purchase  Common Stock granted to Mr. Rudd
         by Caldera Holding Company, L.C. See "Certain Relationships And Related
         Transactions."

(1)      Includes shares of Common Stock subject to options  exercisable  within
         60 days of March 31, 2000.

(2)      Calculated  based on the difference  between the exercise price and the
         price of a share of Common Stock on March 31, 2000. Our Common Stock is
         not listed on an exchange or other quotations service, and accordingly,
         the Company  cannot  accurately  determine  the fair market  value of a
         share of Common Stock as of the end of its most recent fiscal year. For
         purposes of the following  table,  we have assumed that the fair market
         value of a share of Common Stock on March 31, 2000, the last day of our
         most recent fiscal year, was $1.00.

Director Compensation

Currently,  non-employee directors are not compensated. The Company may consider
providing  stock  options and other  incentive  awards to  directors in order to
align their interests with the overall interests of the Company.

Employment Agreements and Change of Control Arrangements

The Company has not entered into any employment  agreements or change of control
agreements with its named executive officers.

Item 11.   Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth  information as of July 15, 2000 with respect to
the  beneficial  ownership of shares of the Common Stock by each person known by
the Company to be the beneficial  owner of more than 5% of the Common Stock,  by
each  director or nominee,  by each of the Named  Executive  Officers and by all
directors and officers as a group. Unless otherwise noted, each person named has
sole voting and investment power with respect to the shares indicated. Except as
otherwise  indicated  below,  each person  named has sole voting and  investment
power with respect to the shares indicated.

                                       22
<PAGE>
<TABLE>
<CAPTION>

Name and Address of Beneficial Owner                               Beneficial Ownership as of July 15, 2000(1)
Directors and Named Executive Officers                             Number of Shares         Percentage of Class(2)
---------------------------------------------------                ----------------         ----------------------
<S>                                                                <C>                      <C>
Alan Rudd  (CEO, President, Director)
6769 Walker Mill Dr.
Salt Lake City, UT 84124                                           1,000,000(3)              4%

John Zollinger (CTO, V.P. of Engineer, Director)
11008 Shelwood Circle
South Jordan, UT 84095                                             1,050,000                 4.388%

Jerral Pulley (Director August 1998 - August 2000)
2566 Barcelona Drive
Sandy, UT  84093                                                   170,000(4)                *

Bryan Allen (Director)
2172 East Kensington Avenue
Salt Lake City, UT  84093                                          -0-                       *

Carl Steffens (Interim CEO Aug. - Nov. 1999)
1530 Tiptoe Lane
Los Altos, CA  94024                                               250,000(5)                *

Stephen Russell  (CEO Apr. - Aug. 1999)
134 Montelena Court
Mountain View, CA 94040                                            550,000                   2.298%
Principal Holders of Common Stock

Caldera Holdings LLC
36 South State St.
Suite 2000
Salt Lake City, UT 84111                                           7,523,000(6)              31.438%

John Blumenthal
4432 Emigration Canyon
Salt Lake City, UT 84108                                           2,156,000                 9.010%

All officers and directors as a group (9 persons)                  3,020,000(7)              11.9%
</TABLE>
* Less than one percent
 ----------------------

(1)  Beneficial  ownership as a percentage of the class for each person  holding
options,  warrants or other rights  exercisable  within 60 days of July 15, 2000
has been  calculated  as though  shares of Common Stock  subject to such options
were  outstanding,  but such  shares have not been  deemed  outstanding  for the
purpose of calculating the percentage of the class owned by any other person.

(2) The  percentage  indicated  represents the number of shares of Common Stock,
warrants  and  options   exercisable  within  60  days  held  by  the  indicated
shareholder  divided by the sum of (a) the  number of shares  subject to options
exercisable by such shareholder within 60 days and (b) 23,929,745,  which is the
number of shares of Common Stock issued and outstanding as of July 15, 2000.

(3) Includes  1,000,000 options to purchase Common Stock  exercisable  within 60
days of July 15,  2000  granted to Mr.  Rudd by Caldera  Holding  Company,  L.C.
covering  shares owned by certain  founding  shareholders  of the  Company.  See
"Certain Relationships And Related Transactions." Such 1,000,000 shares are also
included in the shares  beneficially owned by Caldera because,  until the option
is exercised  or Caldera's  agreement  with the founding  shareholders  expires,
Caldera retains dispositive power and voting power with respect to such shares.

                                       23
<PAGE>

(4)      Includes 170,000 options to purchase Common Stock exercisable within 60
         days of July 15, 2000.

(5)      Includes 250,000 options to purchase Common Stock exercisable within 60
         days of July 15, 2000.

(6)      Caldera became beneficial owner of such shares pursuant to an agreement
         with certain  founding  shareholders  of the Company  described in this
         Proxy Statement under the heading  "Certain  Relationships  And Related
         Transactions."  Although Caldera does not have the right to receive any
         dividends or financial benefits associated with such shares, Caldera is
         considered the beneficial  owner of the shares subject to its agreement
         with the founding  shareholders  because it has  dispositive  power and
         voting power with respect thereto.

(7)      Includes  1,420,000 options to purchase Common Stock exercisable within
         60 days of July 15, 2000.


Item 12.  Certain Relationships and Related Transactions

Certain founding shareholders,  specifically, Marty Alfred, Bruce Baird, Jeffrey
Barlow, John Blumenthal,  Tim Kapp, Stephen Russell,  Dave Valenti, Gary Wright,
and John  Zollinger  obtained  Common  Stock in  return  for  contributions  and
development of Sundog's  predecessor,  Arkona,  L.L.C.,  which was  subsequently
merged into The Thorsden Group Ltd., and renamed Sundog Technologies, Inc. These
founding  shareholders received a total of 14,000,000 shares of Common Stock and
then,  collectively,  entered into an agreement  with Caldera  Holding  Company,
L.C.,  wherein Caldera was given the right to grant derivative  options to third
parties  with  respect to  7,523,000  of such shares in order to  encourage  the
development  and  increased  productivity  of  Sundog.  Holders  of  the  shares
underlying  the derivative  options are entitled to dividends and  distributions
with respect to such shares until the options are  exercised.  However,  Caldera
has been granted  dispositive voting power with respect to all shares subject to
its agreement with the founding shareholders so long as the agreement remains in
place.  The  agreement  expires upon the earlier of January  2003 and  Caldera's
award of the last of the derivative options., at which time voting power returns
to the founding  shareholders.  As an inducement to the new  management  team of
Sundog to join the  Company,  Caldera  has granted the  following  officers  the
number  of  derivative   options  following  each  of  their  names:  Alan  Rudd
(2,000,000),  Steve  Russo  (150,000),  Jeff Swain  (100,000),  and Art  Dearing
(100,000).

Bryan  Allen,  nominee for  director,  was formerly a partner at the law firm of
Parr Waddoups  Brown Gee & Loveless and recently  became of counsel with the law
firm of Stoel Rives,  L.P. Mr. Allen  provides legal services to Sundog when, if
and as  requested  Sundog.  During the first eight  months of the 2000  calendar
year,  Parr  Waddoups  Brown Gee & Loveless  billed  Sundog for $26,192 in legal
services and Stoel Rives billed Sundog for $0.00 in legal services.

Item 13.  Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>

         (a)       Exhibits.

Exhibit
Number             Title of Document                                 Location
---------------    ----------------------------------------------    -------------------------------------
<S>                <C>                                               <C>
3.1                Certificate of Incorporation                      Incorporated by reference to
                                                                     Company's registration statement on
                                                                     Form 10-SB, File No. 0-24372

3.2                Amendment to Certificate of Incorporation         Incorporated by reference to
                                                                     Definitive Information Statement on
                                                                     Form 14C, filed with the SEC on May
                                                                     6, 1998

3.3                Bylaws                                            Incorporated by reference to
                                                                     Company's registration statement on
                                                                     Form 10-SB, File No. 0-24372

4.1                Specimen Stock Certificate                        Incorporated by reference to
                                                                     Company's registration statement on
                                                                     Form 10-SB, File No. 0-24372

                                       24
<PAGE>

10.1               1992 Stock Option Plan                            Incorporated by reference to
                                                                     Company's registration statement on
                                                                     Form 10-SB, File No. 0-24372

10.2               Form of Employee Confidentiality, Work            Incorporated by reference to the
                   Product and Non-competition Agreement             Company's Quarterly Report on Form
                                                                     10-QSB for the quarter ended December
                                                                     31, 1997, as amended

10.3               1999 Stock Option Plan                            Incorporated by reference to the
                                                                     Company's Annual Report on Form
                                                                     10-KSB for the year ended March 31,
                                                                     1999

10.4               Amended and Restated Stock Acquisition            Incorporated by reference to the
                   Agreement by and among Envision Development       Company's Current Report on Form 8K
                   Corporation, Qui Vive Acquisition                 filed with the SEC on April 24, 2000
                   Corporation, the Company and
                   RockMountain                    Ventures
                   Fund, LP, dated as of March 31, 2000.

10.5               Registration Rights Agreement by and among        Incorporated by reference to Current
                   Envision Development Corporation, the             Report on Form 8K filed with the SEC
                   Company and  RockMountain Ventures Fund, LP,      on April 24, 2000
                   dated as of April 7, 2000.

10.6               Master Lease between Parkway Tower, L.L.C.        Incorporated by reference to Annual
                   and the Company.                                  Report on Form 10-KSB filed with the
                                                                     SEC on July 14, 2000.

10.7               Stock Loan Commitment and Agreement dated         Incorporated by reference to Annual
                   June 16, 2000 between Trafalgar Resources,        Report on Form 10-KSB filed with the
                   LLC and the Company.                              SEC on July 14, 2000.

27.1               Financial data schedule                           Incorporated by reference to Annual
                                                                     Report on Form 10-KSB filed with the
                                                                     SEC on July 14, 2000.
</TABLE>

         (b)......Reports on Form 8-K

         We did not filed any Current Reports on Form 8-K during the quarter
         ended March 31, 2000.

                                       25
<PAGE>

                                   SIGNATURES

In accordance  with the  requirements  of Section 13 or 15(d) of the  Securities
Exchange  Act of  1934,  the  Registrant  has  duly  caused  this  Form  10KSB/A
(Amendment No. 2) to be signed on its behalf by the undersigned,  thereunto duly
authorized, on September 26, 2000.

                                   Sundog Technologies, Inc.
                                   By: /s/   Alan S. Rudd
                                   ---------------------------------------------
                                             Alan S. Rudd
                                             President, Chief Executive Officer

                              ADDITIONAL SIGNATURES

Pursuant to the  requirements of the Securities  Exchange Act of 1934, this Form
10-KSB/A  ("Amendment  No. 1) has been  signed by the  following  persons in the
capacities and on the dates indicated.

Signature                       Title                                 Date

 /s/ Alan S. Rudd       President and Chief Executive         September 26, 2000
--------------------    Officer and Director (Principal
     Alan S. Rudd       Executive Officer)

 /s/ Stephen Russo      Chief Financial Officer               September 26, 2000
--------------------    (Principal Financial and
     Stephen Russo      Accounting Officer)

 /s/ Bryan Allen        Director                              September 26, 2000
--------------------
     Bryan Allen

 /s/ John Zollinger*    Director                              September 26, 2000
--------------------
     John Zollinger


* By:    /s/ Alan Rudd
         ---------------------------
         Alan Rudd, Attorney-in-Fact

                                       27
<PAGE>


                            SUNDOG TECHNOLOGIES, INC.

                   Including the accounts of its subsidiaries
                         ARKONA, INC. and Qui Vive, Inc.
                          [A DEVELOPMENT STAGE COMPANY]

                        CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2000

                       [WITH INDEPENDENT AUDITORS' REPORT]













                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A DEVELOPMENT STAGE COMPANY]

                                       F-1
<PAGE>

                                TABLE OF CONTENTS

                                                                      Page

Independent Auditors' Report                                          1


Consolidated Balance Sheet -- March 31, 2000                          2


Consolidated  Statements of Operations  and  Comprehensive
Income for the years ended March 31, 2000 and 1999, and for
the period from inception [June 11, 1992] through March 31, 2000      3


Consolidated  Statement of  Stockholders'  Equity/(Deficit)  for
the period from inception [June 11, 1992] through March 31, 2000      4


Consolidated Statements of Cash Flows for the years ended
March 31, 2000 and 1999, and for the period from inception
[June 11, 1992] through March 31, 2000                                5


Notes to Consolidated Financial Statements                            6--14

                                       F-2
<PAGE>

Independent Auditors' Report

The Board of Directors and Shareholders
Sundog Technologies, Inc.[a development stage company]


We  have  audited  the  accompanying   consolidated   balance  sheet  of  Sundog
Technologies, Inc., [a development stage company] formerly known as The Thorsden
Group, Ltd.,  including the accounts of its subsidiaries,  Arkona,  Inc. and Qui
Vive,  Inc. as of March 31, 2000,  and the related  consolidated  statements  of
operations,  stockholders'  equity, and cash flows for the years ended March 31,
2000 and 1999, and for the period from June 11, 1992  [inception]  through March
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.  The  financial  statements  of  Arkona,  LLC, a
limited liability  company and predecessor of Arkona,  Inc., for the period from
inception through December 31, 1996, were audited by other auditors whose report
dated September 30, 1997, expressed an unqualified opinion on those statements.

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 consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Sundog Technologies,
Inc., [a development  stage company]  including the accounts of its wholly-owned
subsidiaries  as of March 31, 2000, and the results of operations and cash flows
for the periods  ended March 31, 2000 and 1999,  in  conformity  with  generally
accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 10 to
the consolidated  financial statements,  the Company has experienced losses from
operations  since its  inception  and has not yet begun  generating  significant
revenue which raises  substantial doubt about the ability to continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 10. The  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.


                                                          /s/ MANTYLA McREYNOLDS
                                                          ----------------------
                                                              MANTYLA McREYNOLDS
Salt Lake City, Utah
June 12, 2000

                                       F-3
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
                           Consolidated Balance Sheet
                                 March 31, 2000
<TABLE>
<CAPTION>

                                     ASSETS
<S>                                                                     <C>
Current Assets
  Cash & cash equivalents - Notes 1 & 2                                 $    489,297
  Marketable securities available for sale - Note 8                            3,360
  Prepaid expenses                                                            24,315
                                                                        ------------
                        Total Current Assets                                 516,972

Property and Equipment - Note 6
  Property and equipment                                                     339,012
  Less: Accumulated depreciation                                            (152,805)
                         Net Property and Equipment                             --
                                                                             186,207
Other Assets
  Deposits - Note 9                                                           16,618
  Other asset - Note 14                                                      920,811
  Intangible assets - Note 4                                                  45,270
                         Total Other Assets                                  982,699
                         TOTAL ASSETS                                   $  1,685,878
                         LIABILITIES & STOCKHOLDERS' EQUITY/(DEFICIT)   ============


Current Liabilities
   Accounts payable                                                     $    206,476
  Accrued liabilities                                                         73,902
  Deferred contract services                                                   1,500
  Current portion of capital leases - Note 5                                  15,556
  Net current liabilities of discontinued segment                            460,449
                                                                        ------------
                         Total Current Liabilities                           757,883
Long-Term Liabilities
   Capital leases payable - Note 5                                            30,544
  Less current portion of capital leases                                     (15,556)
  Net long-term liabilities of discontinued segment                          187,658
                                                                        ------------
                        Total Long-Term Liabilities                          202,646
                                                                        ------------
                             Total Liabilities                               960,529
Minority Interest in discontinued operations - Note 13                     1,338,429
Stockholders' Equity/(Deficit) - Notes 7, 8, 11 & 13
  Preferred stock -- 10,000,000 shares authorized, $.001 par
    value; no shares issued and outstanding
  Capital stock -- 50,000,000 shares authorized, $.001 par
    value; 23,825,521 shares issued and outstanding                           23,826
  Additional paid-in capital                                              14,147,648
  Unearned Compensation                                                   (5,443,750)
  Accumulated unrealized losses on investments                               (13,582)
  Deficit accumulated during the development stage                        (9,327,222)
                                                                        ------------
                   Total Stockholders' Equity/(Deficit)                     (613,080)
                                                                        ------------
             TOTAL LIABILITIES & STOCKHOLDERS' EQUITY/(DEFICIT)         $  1,685,878
                                                                        ============
</TABLE>
                 See accompanying notes to financial statements

                                       F-4
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
             Consolidated Statements of Operations and Comprehensive
   Income For the Years Ended March 31, 2000 and 1999, and for the Period from
                 Inception[June 11, 1992] through March 31, 2000
<TABLE>
<CAPTION>

                                                              Year            Year            Period from
                                                             ended            ended       June 11,1992 Through
                                                            3/31/00          3/31/99             3/31/00

<S>             <C>                                          <C>             <C>             <C>
Revenues - Note 1                                            $     45,975    $     75,167    $    265,413
Operating Expenses
Cost of sales                                                      47,125          49,756          98,991

Research and development                                          597,774         856,111       1,739,245

Marketing, general and administrative                           1,849,283         838,672       3,267,008

Amortization of                                                 1,507,500            --         1,507,500
unearned compensation
                                                             ------------    ------------    ------------
Total Operating Expenses                                        4,001,682       1,744,539       6,612,744
                                                             ------------    ------------    ------------
Net Loss from Operations                                       (3,955,707)     (1,669,372)     (6,347,331)

Other Income/(Expense)

Interest income                                              $     38,208    $     46,767    $    105,819

Interest expense                                                   (6,202)         (6,684)        (16,086)

Other income                                                           19             270             289

Other expense                                                         -0-            (178)           (288)

Loss on sale of securities
available for sale                                                    -0-          (4,068)         (4,068)
                                                             ------------    ------------    ------------
Total Other Income/(Expense)                                       32,025          36,107          85,666
                                                             ------------    ------------    ------------
Net Loss From Continuing
Operations
                                                               (3,923,682)     (1,633,265)     (6,261,665)
Discontinued Operations: Note 14
Loss from discontinued operations                              (2,342,064)       (723,493)     (3,065,557)
                                                             ------------    ------------    ------------
Net Loss                                                     $ (6,265,746)   $ (2,356,758)   $ (9,327,222)
                                                             ------------    ------------    ------------
Other comprehensive income:
Unrealized holding gains(loss)                                        172         145,256         (13,582)
                                                             ------------    ------------    ------------
Comprehensive Income (Loss)                                    (6,265,574)     (2,211,502)     (9,340,804)
                                                             ============    ============    ============
Basic & Diluted Loss/share - Note 1
Continuing Operations
                                                             $      (0.17)   $      (0.08)   $      (0.87)
Discontinued Operations                                             (0.10)          (0.03)          (0.43)
                                                             ------------    ------------    ------------
Basic & Diluted Net Loss per share                                  (0.27)          (0.11)          (1.30)
                                                             ============    ============    ============
Weighted average number shares                                 23,089,178      20,922,574       7,201,019
                                                             ============    ============    ============
</TABLE>
                 See accompanying notes to financial statements
                                       F-5
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
            Consolidated Statement of Stockholders' Equity/(Deficit)
      For the Period from Inception [June 11, 1992] through March 31, 2000
<TABLE>
<CAPTION>
                                                                                        Accum.                           Total
                                                                          Additnl.    Unrealized        Accum.        Stockholders'
                                            Shares         Common         Paid-In      Loss on        Loss Devel         Equity/
                                            Issued          Stock         Capital    Investments        Stage           (Deficit)
                                         ------------   ------------  ------------   ------------   -------------     --------------
<S>                                      <C>            <C>           <C>            <C>            <C>               <C>
Balance, June 11, 1992                              0    $         0   $         0   $          0   $           0     $           0

Issued common stock for cash through
March 31, 1993, $0.00125 per share            400,000            400           100       --              --                      50

Net loss for the year ended
March 31, 1993                                 --            --            --            --                  (269)             (269)
                                         ------------   ------------  ------------   ------------    ------------     --------------
Balance, March 31, 1993                       400,000    $       400   $       100   $          0    $       (269)    $         231
                                         ------------   ------------  ------------   ------------    ------------     --------------
Capital contribution                           --            --                500       --              --                     500

Issued shares in Private Placement             24,500             25           221       --              --                     246
for cash, $0.01 per share

Net loss for the year ended
March 31, 1994                                 --            --           --             --                  (221)             (221)
                                         ------------   ------------  ------------   ------------    ------------     --------------
Balance, March 31, 1994                       424,500   $        425  $        821   $          0    $       (490)    $         756
                                         ------------   ------------  ------------   ------------    ------------     --------------
Net loss for the year ended
March 31, 1995                                 --            --           --             --                (2,262)           (2,262)
                                         ------------   ------------  ------------   ------------    ------------     --------------
Balance, March 31, 1995                       424,500    $       425   $       821   $          0    $     (2,752)    $      (1,506)
                                         ------------   ------------  ------------   ------------    ------------     --------------
Net loss for the year ended
March 31, 1996                                --             --           --             --                (1,078)           (1,078)
                                         ------------   ------------  ------------   ------------    ------------     --------------
Balance, March 31, 1996                       424,500    $       425   $       821   $          0    $     (3,830)    $      (2,584)
                                         ------------   ------------  ------------   ------------    ------------     --------------
Net loss for the year ended
March 31, 1997                                --             --           --             --               (64,706)          (64,706)
                                         ------------   ------------  ------------   ------------    ------------     --------------
Balance, March 31, 1997                       424,500    $       425   $       821   $          0    $    (68,536)    $     (67,290)
                                         ------------   ------------  ------------   ------------    ------------     --------------
Issued stock for assets as part of
Arkona merger, $0.001 per share            15,575,500         15,575      --            --               --                  15,575
Issued shares in Private Placement

for cash and securities, $0.48 per          4,000,000          4,000     1,926,486      --               --               1,930,486
share

Issued shares in Private Placement
for cash                                      132,500            133       264,867      --               --                 265,000

Adjustment for unrealized loss on
investments                                   --            --            --             (159,010)       --                (159,010)

Net loss for the year ended
March 31, 1998                                --            --            --            --               (636,180)         (636,180)
                                         ------------   ------------  ------------   ------------    ------------     --------------
Balance, March 31, 1998                    20,132,500    $    20,133   $ 2,192,174   $   (159,010)   $   (704,716)    $   1,348,581
                                         ------------   ------------  ------------   ------------    ------------     --------------

Issued shares in Private Placement
for cash, $1.40 per share                   2,397,601          2,397     3,365,352      --               --               3,367,749

Adjustment to unrealized loss on
investments                                   --            --            --              145,256        --                 145,256

Net loss for the year ended
March 31, 1999                                --            --            --            --             (2,356,758)       (2,356,758)
                                         ------------   ------------  ------------   ------------    ------------     --------------
Balance, March 31, 1999                    22,530,101 $       22,53 $    5,557,526   $    (13,754)  $  (3,061,474)    $   2,504,828
                                         ------------   ------------  ------------   ------------    ------------     --------------
</TABLE>

                 See accompanying notes to financial statements

                                       F-6
<PAGE>


                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
            Consolidated Statement of Stockholders' Equity/(Deficit)
      For the Period from Inception [June 11, 1992] through March 31, 2000
<TABLE>
<CAPTION>

                                                                               Accum.                                    Total
                                                                Additnl.    Unrealized      Unearned    Accum. Loss   Stckhldrs'
                                     Shares       Common        Paid-In      Loss on         Compen-    Devel Stage     Equity/
                                     Issued        Stock        Capital     Investment       sation                     Deficit
                                  -----------   -----------   -----------   -----------   -----------   -----------   -----------
<S>                                <C>          <C>           <C>           <C>           <C>           <C>           <C>
Balance, March 31, 1999            22,530,101   $    22,530   $ 5,557,526   ($   13,754)            0   ($3,061,474)  $ 2,504,828
                                  -----------   -----------   -----------   -----------   -----------   -----------   -----------
Issued shares in Private
Placement for cash, $1.50 per         107,668           108       161,392          --            --            --         161,500
share

Exercise of A & B warrants for-
cash, $2.00 per share (3/98            42,867            43        85,691          --            --            --          85,734
PPM)

Exercise of A & B warrants for
cash, $0.95 per share (October
offer)                                855,718           856       812,077          --            --            --         812,933

Exercise of B warrants for
cash, $3.00 per share (3/98PPM)
                                        1,667             2         4,999          --            --            --           5,001
Issued shares in Private
Placement (2000) for cash,
$2.00 per share                       287,500           287       574,713          --            --            --         575,000

Adjustment to unrealized loss
on investments                           --            --            --             172          --            --             172

Adjustment to record options
granted                                  --            --       6,951,250          --      (6,951,250)         --             -0-

Compensation expense for stock
options granted                          --            --            --            --       1,507,500          --       1,507,500

Net loss for the year ended
March 31, 2000                           --            --            --            --            --      (6,265,748)   (6,265,748)
                                  -----------   -----------   -----------   -----------   -----------   -----------   -----------
Balance, March 31, 2000            23,825,521   $    23,826   $14,147,648   ($   13,582)  ($5,443,750)  ($9,327,222)  ($  613,080)
                                  ===========   ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>


                 See accompanying notes to financial statements

                                       F-7
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
            Consolidated Statement of Stockholders' Equity/(Deficit)
      For the Period from Inception [June 11, 1992] through March 31, 2000
<TABLE>
<CAPTION>

                                                                               Accum.                                    Total
                                                                Additnl.    Unrealized      Unearned    Accum. Loss   Stckhldrs'
                                     Shares       Common        Paid-In      Loss on         Compen-    Devel Stage     Equity/
                                     Issued        Stock        Capital     Investment       sation                     Deficit
                                  -----------   -----------   -----------   -----------   -----------   -----------   -----------
<S>                                <C>          <C>           <C>           <C>           <C>           <C>           <C>
Balance, March 31, 1999            22,530,101   $    22,530   $ 5,557,526   ($   13,754)            0   ($3,061,474)  $ 2,504,828
                                  -----------   -----------   -----------   -----------   -----------   -----------   -----------
Issued shares in Private
Placement for cash, $1.50 per         107,668           108       161,392          --            --            --         161,500
share

Exercise of A & B warrants for-
cash, $2.00 per share (3/98            42,867            43        85,691          --            --            --          85,734
PPM)

Exercise of A & B warrants for
cash, $0.95 per share (October
offer)                                855,718           856       812,077          --            --            --         812,933

Exercise of B warrants for
cash, $3.00 per share (3/98PPM)
                                        1,667             2         4,999          --            --            --           5,001
Issued shares in Private
Placement (2000) for cash,
$2.00 per share                       287,500           287       574,713          --            --            --         575,000

Adjustment to unrealized loss
on investments                           --            --            --             172          --            --             172

Adjustment to record options
granted                                  --            --       6,951,250          --      (6,951,250)         --             -0-

Compensation expense for stock
options granted                          --            --            --            --       1,507,500          --       1,507,500

Net loss for the year ended
March 31, 2000                           --            --            --            --            --      (6,265,748)   (6,265,748)
                                  -----------   -----------   -----------   -----------   -----------   -----------   -----------
Balance, March 31, 2000            23,825,521   $    23,826   $14,147,648   ($   13,582)  ($5,443,750)  ($9,327,222)  ($  613,080)
                                  ===========   ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>
                 See accompanying notes to financial statements

                                       F-8
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
                      Consolidated Statements of Cash Flows
                   For the Years Ended March 31, 2000 and 1999
    and for the Period from Inception [June 11, 1992] through March 31, 2000
<TABLE>
<CAPTION>
                                                                                            Period from
                                                              Year ended     Year ended       6/11/92
                                                               3/31/00         3/31/99      to 3/31/00
                                                              -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>
Cash Flows from Operating Activities
Net Loss                                                      $(6,265,748)   $(2,356,758)   $(9,327,222)
Minority interest net loss                                       (612,635)             0       (612,635)
Adjustments to reconcile net income to net cash provided by          --                0           --
operating activities:
    Depreciation and amortization                                 172,485         45,758        224,661
    Amortization of stock options                               1,954,808              0      1,954,808
    Recorded gain on disposal of segment                         (920,811)             0       (920,811)
    Decrease/(increase) in accounts receivable                     51,200        (42,887)             0
    Increase/(decrease) in accounts payable                       342,736         47,460        483,484
    Increase/(decrease) in other current liabilities               40,903          4,894        116,725
    Increase/(decrease) in deferred income                          1,500        (10,417)         1,500
    Decrease in prepaid expenses                                    1,235        (25,550)       (24,315)
                                                              -----------    -----------    -----------
          Net Cash Used for Operating Activities               (5,234,327)    (2,337,500)    (8,103,805)
Cash Flows from Investing Activities
  Long-term security deposits                                      52,158          1,641        (53,447)
  Sale of Marketable Securities                                      --          823,668        823,668
  Patent costs                                                   (127,933)       (38,249)      (187,916)
  Proceeds from sale of minority interest                       1,503,756           --        1,503,756
  Capital expenditures                                           (263,300)      (181,337)      (643,736)
                                                              -----------    -----------    -----------
          Net Cash Used for Investing Activities                1,164,681        605,723      1,442,325
Cash Flows from Financing Activities
  Bank overdraft in discontinued operation                        140,619           --          140,619
  Financing on equipment purchases                                (37,464)        11,036         30,544
  Proceeds from issuance of common shares                       1,640,168      3,367,749      6,378,614
  Proceeds from borrowing (Qui Vive, Inc.)                        600,000           --          600,000
  Cash contribution                                                  --             --            1,000
                                                              -----------    -----------    -----------
         Net Cash Provided by Financing Activities              2,343,323      3,378,785      7,150,777
                                                              -----------    -----------    -----------
              Net Increase/(Decrease) in Cash                  (1,726,323)     1,647,008        489,297
Beginning Cash Balance                                          2,215,620        568,612            -0-
                                                              -----------    -----------    -----------
Ending Cash Balance                                           $   489,297      2,215,620    $   489,297
                                                              ===========    ===========    ===========

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year for interest                      $     6,202          6,684    $    16,086
  Cash paid during the year for income/franchise taxes        $       134            -0-    $       134
Noncash Financing Activities:
  Issued stock for marketable securities                      $       -0-            -0-    $   840,610
</TABLE>

                 See accompanying notes to financial statements

                                       F-9
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
                   Notes to Consolidated Financial Statements

                                 March 31, 2000

Note 1            Organization and Summary of Significant Accounting Policies
                  -----------------------------------------------------------

                  (a) Organization

                  Sundog Technologies,  Inc. [Company]  originally  incorporated
                  under  the  laws  of the  State  of  Delaware  in  1992 as The
                  Thorsden Group, Ltd., for the purpose of seeking and acquiring
                  business opportunities.  On March 25, 1999 the Company changed
                  its name to  Sundog  Technologies,  Inc.,  effective  June 10,
                  1999. In October 1997, the Company merged with Arkona, Inc., a
                  Utah  corporation   (formerly  Arkona,   LLC),  in  a  reverse
                  triangular  merger,  accounted  for as a  purchase.  Since the
                  merger,  the Company  has  continued  the  business of Arkona,
                  Inc.;  developing,  marketing,  and selling software  products
                  which incrementally and automatically update database content,
                  reference documents,  and enterprise  applications required by
                  organizations   with  distributed   business  centers,   field
                  professionals,  telecommuters,  partners,  and customers.  The
                  Company  also  has  expanded  to  provide   Business   Process
                  Improvement  (BPI) and related Knowledge  Management  services
                  through its  Professional  Services Group.  BPI helps managers
                  identify  how  their  organizations  must  change  to meet the
                  challenges   of   tomorrow   and   provides  a  road  map  for
                  implementing  that change. In June of 1998, the Company formed
                  a subsidiary company,  Qui Vive, Inc. (see Note 14), to expand
                  its  software  products  developing,  marketing,  and selling.
                  Principal operating  activities have not yet commenced and the
                  Company is  considered  to be in the  development  stage.  The
                  ultimate  success  of the  Company  will be  dependent  on its
                  ability to adequately  fund,  develop and market its products.
                  Results  of  operations  have been  combined  for all  periods
                  presented   in   the   accompanying    financial   statements.
                  Intercompany    transactions    have   been    eliminated   in
                  consolidation.

                  (b) Income Taxes

                  The Company  uses the  provisions  of  Statement  of Financial
                  Accounting Standards No. 109 [the Statement],  "Accounting for
                  Income  Taxes." The Statement  requires an asset and liability
                  approach for  financial  accounting  and  reporting for income
                  taxes,   and  the  recognition  of  deferred  tax  assets  and
                  liabilities   for  the  temporary   differences   between  the
                  financial  reporting  bases  and tax  bases  of the  Company's
                  assets and  liabilities at enacted tax rates expected to be in
                  effect when such amounts are realized or settled.

                  (c) Net Loss Per Common Share

                  In accordance  with  Financial  Accounting  Standards No. 128,
                  "Earnings  Per Share," basic loss per common share is computed
                  using  the   weighted   average   number   of  common   shares
                  outstanding.  Diluted  earnings  per share is  computed  using
                  weighted  average number of common shares plus dilutive common
                  share  equivalents  outstanding  during the  period  using the
                  treasury  stock  method.  Common  stock  equivalents  were not
                  included in the  computation of loss per share for the periods
                  presented because their inclusion is antidilutive.

                  (d) Cash & Cash Equivalents

                  For  purposes of the  statements  of cash  flows,  the Company
                  considers  cash on deposit in the bank and other  unrestricted
                  investments  with original  maturities of three months or less
                  at the time of purchase to be cash equivalents.

                  (e) Use of Estimates in Preparation of Financial Statements

                  The  preparation  of 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;  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.

                  (f) Revenue recognition

                  The Company  recognizes  revenue upon delivery of the software
                  products  to the  customer  and  by  providing  services.  Any
                  additional  obligations  related  to  the  software,  such  as
                  service agreements,  are negotiated under a separate contract;
                  revenue  on these  items is  recognized  over  the  period  of
                  service as commitments are satisfied.

                  (g) Patents

                  The Company is in the process of obtaining various patents for
                  certain  aspects  of its  products.  The  costs  of  obtaining
                  patents are  capitalized  as incurred  and shall be  amortized
                  over estimated  useful lives.  Amortization is computed on the
                  straight-line  method.  One patent has been issued as of March
                  31, 2000,  and is being  amortized  over seven years (see Note
                  4).

                                       F-10
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
                          Notes to Financial Statements
                                 March 31, 2000
                                   [continued]

Note 1            Organization    and   Summary   of   Significant    Accounting
                  --------------------------------------------------------------
                  Policies[continued]
                  -------------------

                  (h) Software Costs

                  Costs incurred to establish the  technological  feasibility of
                  software products to be sold, leased or otherwise  marketed by
                  the Company are  expensed as research  and  development.  Once
                  technological  feasibility  is  established,   costs  will  be
                  capitalized until the product is available for general release
                  to  customers.  Capitalized  costs  will  be  amortized  on  a
                  product-by-product basis and will be the greater of the amount
                  computed on either the gross revenue or straight-line  methods
                  (using  the  remaining   established   economic  life  of  the
                  product).

                  (i) Advertising Costs

                  Advertising  costs of the  Company  are  charged to expense as
                  incurred.

Note 2            Concentration
                  -------------

                  The Company maintains cash balances in a financial institution
                  located in Salt Lake City, Utah.  Accounts at this institution
                  are insured by the Federal Deposit Insurance Corporation up to
                  $100,000.  The  Company  had cash of  $43,506 in excess of the
                  FDIC insured limit at March 31, 2000.

Note 3            Income Taxes
                  ------------

                  The Company has the following  temporary  differences and loss
                  carryforward  amounts as of the balance sheet date. The timing
                  difference  multiplied  by the  estimated  tax  rate,  for the
                  period the  temporary  differences  are  expected  to reverse,
                  becomes a deferred tax asset or liability.
<TABLE>
<CAPTION>

                  Description                                                   Tax             Rate
                  -----------                                                   ---             ----
<S>                                                           <C>               <C>              <C>
                     Net operating loss (expires thru 2020)   $7,819,722        $3,049,692       39%
                     Stock compensation                        1,507,500           587,925       39%
                     Valuation allowance                                        (3,637,617)
                                                                           -----------------
                          Deferred tax asset 3/31/2000                                  $0
</TABLE>

                  The allowance has increased  $2,443,642  from $1,193,975 as of
                  March 31,  1999.  For the years ending March 31, 2000 and 1999
                  the Company had no significant income tax expense or liability
                  as a result of net operating losses incurred. Currently, there
                  is no  reasonable  assurance  that the Company will be able to
                  take  advantage of deferred tax assets,  thus,  an  offsetting
                  allowance has been established for the deferred asset.

Note 4            Intangible Assets
                  -----------------

                  The  Company  has  applied  for  patent   protection  for  its
                  proprietary  software  and has  expended  $187,916  for  these
                  rights. The cost of various trademarks were written off in the
                  current  year in the amount of $21,260.  The Company has begun
                  to amortize  one patent which was granted on December 7, 1999.
                  Amortization  expense  for the year ended  March 31,  2000 was
                  $3,482.   Unamortized  patent  costs,  related  to  continuing
                  operations, as of March 31, 2000, is $45,270.

Note 5            Leases
                  ------

                  The   Company   has   various    capital   lease    agreements
                  collateralized  with  property  and  equipment as of March 31,
                  2000.  These  leases bear  interest at 12% and have  remaining
                  terms of one to four years.  Future minimum lease payments are
                  as follows:
<TABLE>
<CAPTION>

                                                 Minimum
                   Year Ending               Lease Payments         Principal        Interest
                  -----------            --------------------- ---------------- -----------------
<S>                                      <C>                    <C>              <C>
                   3/31/2001             $             18,244   $       15,556   $         2,688
                   3/31/2002                            7,743            7,093               650
                   3/31/2003                            5,731            5,578               153
                   3/31/2004                            2,221            2,117               104
                                          --------------------- ---------------- -----------------
                     Total               $             33,939   $       30,344   $         3,595
                                         ===================== ================  =================
</TABLE>

                                       F-11
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
                          Notes to Financial Statements
                                 March 31, 2000
                                   [continued]

                  The Company  has  operating  leases for its office  facilities
                  which expire at various times through June 2005.

                                                            Minimum
                             Year Ending                 Lease Payments
                            -----------             -----------------------
                             3/31/2001              $             167,400

                             3/31/2002                             161,935

                             3/31/2003                             166,105

                             3/31/2004                             179,310

                      3/31/2005 and thereafter                     183,480
                                                     -----------------------
                                Total                $             858,230
                                                    =======================

                  Rent expense  during the current year was $84,062 for 2000 and
                  $44,980 for 1999.

Note 6            Property and Equipment
                  ----------------------

                  Property and equipment are summarized by major classifications
                  as follows:

<TABLE>
<CAPTION>

                                                            Accumulated
                                            Acquisition     Amortization/      Net Book
                                               Cost         Depreciation         Value
                                          ---------------- --------------- ---------------
<S>                                      <C>              <C>             <C>
                  Office Furniture       $       50,455   $       7,664   $       42,791
                  Computer Software               57,164          33,510          23,654
                  Computer Equipment             231,393         111,631         119,762
                                          ---------------- --------------- ---------------
                               Total     $      339,012   $     152,805   $      186,207
                                         ================= =============== ===============
</TABLE>

                  The Company has  acquired  approximately  $115,366 in computer
                  equipment   financed   through  capital  lease.   Depreciation
                  expense,  including  the  amortization  of assets  acquired by
                  capital lease,  amounted to $172,485 ($63,063  attributable to
                  discontinued  operations)  and $45,758  during the years ended
                  March 31, 2000 and 1999,  respectively.  The Company  computes
                  depreciation using the straight-line method over three years.

                                       F-12
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
                          Notes to Financial Statements
                                 March 31, 2000
                                   [continued]

Note 7            Merger with Arkona, Inc.
                  ------------------------

                  Effective  October 7, 1997,  all of the  Arkona,  Inc.  common
                  stock issued and  outstanding was converted into and exchanged
                  for  2,972,200  shares of Sundog  Technologies,  Inc.,  common
                  stock.  At that time all converted  Arkona stock was canceled.
                  Additional  shares were issued in the amount of  11,027,800 to
                  shareholders  of Arkona and  1,575,500  shares  were issued to
                  shareholders  of  Sundog.  The  financial  statements  in this
                  report have been restated, where necessary, for the effects of
                  this merger.

Note 8            Private Placement Memorandum/Marketable Securities
                  --------------------------------------------------

                  Closing of the merger  referred to in Note 7 was subject to an
                  offering of 4,000,000 shares of common stock through a private
                  placement memorandum.  The shares are exempt from registration
                  under  the  Securities  Act  of  1933,  and  applicable  state
                  securities  laws,  pursuant to exemptions  contained  therein.
                  Accordingly,  the  shares  were  offered  by the  Company to a
                  limited  number of persons.  The 4,000,000  shares ($.001 par)
                  were issued for cash  ($1,159,390  less  $69,514 in costs) and
                  securities  (valued at $840,610) to equal  $2,000,000  or $.50
                  per share, prior to settlement fees. The securities  delivered
                  in  the  placement   consisted  of  3,000  shares  of  Eurogas
                  Corporation  (valued at $7.00 per share) and 204,200 shares of
                  InterjetNet   Corporation  (valued  at  $5.00  per  share).  A
                  provision for accepting the securities allowed for the Company
                  to receive,  upon sale of said  securities,  at least $.50 per
                  share in cash  proceeds for the Sundog (then  Thorsden)  stock
                  issued under the  offering.  Any shortfall in the value of the
                  securities when sold would result in a reduction of the number
                  of shares issued  through the  offering.  Rather than reducing
                  the  number of shares  issued,  the  subscriber  made a verbal
                  commitment to contribute  additional  shares of InterjetNet to
                  ensure that the  Company is able to realize  cash equal to the
                  original market value. All of the InterjetNet shares were sold
                  in June of 1998 for approximately $820,000. The net unrealized
                  loss  on   investments   was   reduced   during  the  year  by
                  approximately  $145,000 due to the market  value  increase and
                  subsequent sale of the InterjetNet stock.

                  The March 31, 2000  unrealized  loss on investments of $13,582
                  was related to the Eurogas securities.  The unrealized loss is
                  based on the original cost of the  securities  verses  current
                  market  value.  As of March 31,  2000,  the  Company had 3,000
                  shares remaining.  These securities are available for sale and
                  have been adjusted to fair market value as of March, 31, 2000.

                  An additional  Private  Placement  Memorandum  (dated March 4,
                  1998) was circulated.  This offering  originally  involved the
                  issuance of up to  2,000,000  units,  consisting  of 2,000,000
                  shares of common  stock of the  Company and  2,000,000  common
                  stock  purchase  warrants.  In July of 1998 the memorandum was
                  amended to change  the common  stock  price from  $2/share  to
                  $1.50/share,  which  increased the total offering to 2,666,666
                  shares.   The  warrants   enable  the  purchasers  to  buy  an
                  additional  1,333,333 shares of common stock at prices ranging
                  from $2 to $3 per share over a two year period.  Proceeds from
                  this offering, of approximately $3.83 million through June 10,
                  1999,  have been used  primarily to fund the  development  and
                  marketing of the Company.

                  In October  1999,  the Company  offered the holders of A and B
                  warrants the  opportunity to exercise at the special  purchase
                  price of $.95 per share.  Warrants were  exercised to purchase
                  812,077 common shares for approximately $812,933.

                  A third Private  Placement  Memorandum was created in February
                  2000, which allows the Company to make renewable  offerings to
                  raise up to a total of $3,000,000 in shares of common stock at
                  $2.00 per share.  Through March 31, 2000,  287,500 shares have
                  been issued for $575,000 under such offerings.

Note 9            Deposits
                  --------

                  In  conjunction  with its lease  obligations,  the Company has
                  placed  security  deposits  with its  landlords.  A deposit of
                  $3,413 was paid at the inception of the current  office lease.
                  An  additional  deposit of $13,205 was paid to a new  landlord
                  who will be leasing  new space to the Company  beginning  June
                  2000.  The remaining  amount is composed of a  certificate  of
                  deposit placed in financial  institutions  which is collateral
                  for the a lease.
<TABLE>
<CAPTION>

                  Contract Requiring Deposit       Rate            Amount        Maturity
                  --------------------------       ----            ------        --------
<S>                                                <C>             <C>          <C>
                  Office Lease (Qui Vive)          4.000%          36,829       June 23, 2000
</TABLE>

Note 10           Going Concern
                  -------------

                  The Company has  incurred  losses from  inception to March 31,
                  2000   amounting  to   $8,417,402.   Financing  the  Company's
                  activities  to date has  primarily  been the result of private
                  placement offerings.  The Company's ability to achieve a level
                  of  profitable  operations  and/or  additional  financing  may
                  impact the  Company's  ability to continue as it is  presently
                  organized.   Management   anticipates   reaching  a  level  of
                  profitable   operations.   To  the   extent   that  cash  flow
                  requirements are not met by operations,  management intends to
                  raise additional  capital through private placement  offerings
                  or eventually  through the sale of securities  obtained in the
                  sale of Qui Vive, (see Note 14) .

                                       F-13
<PAGE>
                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
                          Notes to Financial Statements
                                 March 31, 2000
                                   [continued]

Note 11           Stock Option Plans
                  ------------------

                  The Company has  established  two Stock Option Plans (1992 and
                  1999)  to  provide  incentives  to  its  directors,  officers,
                  employees and advisors,  to do business with the Company,  and
                  to enable the Company to obtain and retain the services of the
                  type of directors, officers, advisors and employees considered
                  essential for  long-range  success.  Granting of options is at
                  the discretion of the Stock Option Committee of the Board. The
                  Committee may  determine the terms and  conditions of options,
                  consistent  with the Plan.  Each plan currently has authorized
                  2,000,000 shares.

                  Through  March 31, 2000,  the 1992 Plan has granted  1,460,000
                  options  (135,000 of which have  expired)  to 37 holders  with
                  stock purchase prices of $.50,$1.50,  and $2.00 per share. The
                  1999 Plan has  granted  1,200,000  stock  options  (220,000 of
                  which have been  canceled) to 16  individuals  with a purchase
                  price of $0.30 or $1.50 per share. These options vest over two
                  to three years,  and, when fully vested,  allow the holders to
                  purchase common shares. In the 1992 plan, 847,500 options have
                  vested;  through the date of this report,  30,000 options have
                  been exercised.

                  Qui  Vive,  Inc.  (QV) has its own  stock  option  plan  which
                  originally  provided for granting  450,000 options to purchase
                  450,000 common shares of QV, available to key individuals.  In
                  October  1999,  QV reserved an  additional  200,000  shares of
                  common  stock  for  grants.  These  options  generally  become
                  exercisable in six-month  increments  over a period of two and
                  three years and may be  exercised  up to a maximum of 5 and 10
                  years from the date of grant, for  non-qualified and incentive
                  options,  respectively.  Through March 2000,  480,900  options
                  have been granted with  exercise  prices  ranging from $.10 to
                  $1.30 per share. Of these options,  approximately 279,535 have
                  vested.  In December,  1999,  70,775 options were exercised to
                  purchase common shares of Qui Vive, Inc. (See Note 13)

                  Compensation  cost for stock options is measured as the excess
                  , if any, of the estimated  fair market value of the Company's
                  stock at the date of grant over the amount the recipient  must
                  pay to acquire  the  stock.  Unearned  compensation,  which is
                  shown as a separate  component of stockholders'  equity,  as a
                  result of  compensatory  stock  options is being  amortized to
                  expense  over the  vesting  periods  of the  underlying  stock
                  options.  The amounts  amortized to expense for March 31, 2000
                  were  $582,500  and   $447,308,   for  Sundog  and  Qui  Vive,
                  respectively.   Unearned   compensation   at  March  31,  2000
                  represents  the intrinsic  value of stock options  granted but
                  not yet vested.  A summary of the Company's stock option plans
                  as of March 31, 2000 and 1999,  and changes during the periods
                  ending thereon is presented below:
<TABLE>
<CAPTION>

                                          2000                                   1999
                                         -------------------------------------  -------------------------------
                                                              Weighted average                 Weighted average
                                            Shares             exercise price        Shares     exercise price
                                         ----------------     ----------------  -------------  ----------------
<S>                                           <C>             <C>                   <C>        <C>
Outstanding, beginning number                 1,060,000       $         0.50        340,000    $         0.50
Granted                                       1,740,000                 0.84        780,000              0.50
Exercised                                             0                 0.00              0              0.00
Forfeited/Cancelled                           (295,000)                 0.84       (60,000)              0.50
                                         ----------------     ----------------  -------------  ----------------
Outstanding at end of period                  2,505,000       $         0.70      1,060,000    $         0.50
                                         ================     ================  =============  ================
Options exercisable at end of period          1,062,500       $         0.90        135,000    $         0.50
</TABLE>
                  Information on stock options  outstanding at March 31, 2000 is
                  summarized as follows:

<TABLE>
<CAPTION>

                                       F-14
<PAGE>
                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
                          Notes to Financial Statements
                                 March 31, 2000
                                   [continued]


                         Options Outstanding                                      Options Exercisable
                         -----------------------------------------------------    ------------------------------------
                                                   Weighted
                                                    Average          Weighted                               Weighted
                                                   Remaining          Average                                Average
                 Range of        Number           Contractual        Exercise          Number                Exercise
             exercise prices   Outstanding           Life             Price         Exercisable               Price
             ---------------   -----------           ----             -----         -----------               -----
<S>                       <C>                      <C>                 <C>       <C>                           <C>
                 $0.30           850,000           58 months                                  0
                 $0.50           985,000            5 months                            642,500
                 $1.50           660,000           37 months                            410,000
                 $2.00            10,000            9 months                             10,000
                          ---------------                                        ---------------
                               2,505,000           32 months           $0.70          1,062,500                $0.90
</TABLE>

Note 12           401K Profit Sharing Plan
                  ------------------------
                  On January 15, 1998, the Directors adopted an employee benefit
                  program  consisting of a 401K Profit  Sharing  Plan.  The 401K
                  Plan  provides for  employees to contribute on a pretax basis,
                  employer matching, and a broad portfolio of investment options
                  within  the  plan to be  selected  by the  employee.  Employer
                  matching  contributions  are  made at the sole  discretion  of
                  management.  Profit sharing expense recognized under this plan
                  was $18,247 and $18,977 for the years ended March 31, 2000 and
                  1999, respectively.

Note 13           Minority Interest in Qui Vive, Inc.
                  -----------------------------------

                  In   October   1999   the   Company   effected   a   plan   of
                  recapitalization  of Qui Vive,  Inc.  whereby it converted its
                  entire  common stock  holding  (550,000  shares) into Series A
                  preferred stock at a one for one conversion rate.

                  On  November  9, 1999,  Sundog  closed an  agreement  to issue
                  180,000  shares  of  Series B  preferred  stock of Qui Vive at
                  $8.333 per share to  RockMountain  Ventures Fund, LP through a
                  private  placement  (aggregate  proceeds  of  $1,499,940  less
                  $25,142 in costs). In conjunction with this private placement,
                  and in  consideration  of $60,  warrants  were  issued  to the
                  investor to purchase an aggregate of 52,500 shares of Qui Vive
                  Series B preferred stock at an exercise price of $10.41625 per
                  share.

                  The  holders  of  Series A and  Series B  preferred  stock are
                  entitled to receive  dividends  at the rate of $0.25 and $0.58
                  per  share,  per  annum,  respectively.   The  right  to  such
                  dividends  on  preferred  stock  shall  not  be  mandatory  or
                  cumulative,  and no right shall accrue to holders of preferred
                  stock by reason of the fact that dividends are not declared in
                  any prior year.  Holders of Series A and B preferred stock are
                  entitled,  voting as  separate  classes,  to elect two and one
                  directors of the board, respectively.  Preferred stock holders
                  are also  allowed to  participate  with  common  stockholders,
                  voting as single class, to elect the remaining board members.

                  In  December  1999,  Qui Vive issued  70,775  shares of common
                  stock for cash of $3,757,  pursuant  to the  exercise of stock
                  options. This further reduced Sundog's interest in Qui Vive.

                  The Minority  Interest at March 31, 2000,  ($1,338,429) is the
                  net  of  cash  proceeds   ($1,503,756)   plus  earned  options
                  ($447,308),  less the minority share of loss from discontinued
                  operations ($612,635).

Note 14           Subsequent Events/Discontinued Operation
                  ----------------------------------------

                  On April 7, 2000,  the Company  completed the first stage of a
                  stock  acquisition  agreement  (dated  as of March  31,  2000)
                  whereby 100% of its preferred  shares of Qui Vive,  Inc., were
                  exchanged   for   common   shares  of   Envision   Development
                  Corporation  (EDV),  a  publicly  held  company  listed on the
                  American Stock Exchange.  EDV issued  1,219,500  shares of its
                  restricted  stock with an additional  272,500 common shares to
                  be  issued  within  two  days  of  receiving  EDV  shareholder
                  approval. EDV purchased 107,000 Series B preferred shares from
                  RockMountain Ventures Fund, LP to bring EDV's ownership of Qui
                  Vive to 80%.

                  On April 7, 2000,  the closing price of EDV free trading stock
                  was $66.25  per share,  which  would  indicate a gross  market
                  value of $98,845,000  (1,492,000  shares at $66.25).  However,
                  because these shares are restricted from trading for 18 months
                  from  the  closing  of this  sale  of Qui  Vive,  the  Company
                  anticipates  valuing  these  shares at  approximately  $25 per
                  share  or  $37,500,000,  which  is a  discount  of  62%.  This
                  valuation is due to the trading  restriction and volatility of
                  this stock.

                  Sundog has recognized a loss from  discontinued  operations of
                  Qui Vive, Inc. as of March 31, 2000, but

                                       F-15
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
                          Notes to Financial Statements
                                 March 31, 2000
                                   [continued]

Note 14           Subsequent Events/Discontinued Operation (continued)
                  ----------------------------------------------------

                  will recognize a gain on the transaction in April 2000 when it
                  was finalized.  As of March 31, 2000, the Company has recorded
                  an  asset  of  $920,811,  which  represents  the  recovery  of
                  recorded  losses  on the  disposal  of Qui  Vive  through  the
                  closing  date.  Any  additional  gain  will be  recorded  when
                  realized.  The net liabilities  being disposed are composed of
                  the following:
<TABLE>
<CAPTION>

                  Description                         Balance         Description                        Balance
                   --------------------------------------------        -------------------------------------------
<S>                                                 <C>               <C>                              <C>
                  Bank overdraft                    (140,620)         Net property                      235,591
                  Current liabilities               (319,831)         Note payable                     (600,000)
                                                                      Deposits & Intangibles            176,751
                                             ------------------                                  -----------------
                    Net current liabilities        ($460,451)         Net long-term liabilities       ($187,658)
                                             ==================                                  =================
</TABLE>


                  The following  pro forma  balance  sheet and income  statement
                  show the Company's financial  statements as if the transaction
                  had closed on March 31, 2000.

                  Pro Forma Balance Sheet as of March 31, 2000
                  --------------------------------------------
<TABLE>
<CAPTION>

                                                 ASSETS

<S>                                                                                      <C>
                  Current Assets                                                         $   516,972
                                                                                         -----------

                                        Total Current Assets                                 516,972

                  Property & Equipment                                                       186,207
                                                                                         -----------

                                     Total Property & Equipment                              186,207

                  Marketable securities available for sale (restricted until Oct 2001)    37,300,000

                  Other Assets                                                                61,888
                                                                                         -----------

                                         Total Other Assets                               37,361,888
                                                                                         -----------

                                            TOTAL ASSETS                                 $38,065,067
                                                                                         ===========

                   LIABILITIES & STOCKHOLDERS' EQUITYCurrent Liabilities
                                                                                         $   297,434
                                                                                         -----------

                                       Total Current Liabilities                             297,434

                   Deferred tax liablity                                                  14,187,884

                   Long-Term Liabilities                                                      14,988
                                                                                         -----------

                                      Total Long-Term Liabilities                         14,202,872
                                                                                         -----------

                                           Total Liabilities                              14,500,306

                   Stockholders' Equity                                                   23,564,761
                                                                                         -----------

                                      Total Stockholders' Equity                          23,564,761
                                                                                         -----------
                               TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                  $38,065,067
                                                                                         ===========
</TABLE>

                                       F-16
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.
                   Including the accounts of its subsidiaries
                          [A Development Stage Company]
                          Notes to Financial Statements
                                 March 31, 2000
                                   [continued]

Note 14           Subsequent Events/Discontinued Operation (continued)
                  ----------------------------------------------------

                  Pro Forma Income Statement for the year ended March 31, 2000
                  ------------------------------------------------------------

                  Revenue                                 $     45,975

                  Total operating expenses                  (3,076,682)

                  Net other income or expense                   32,025
                                                          ------------

                  Net Loss from continuing operations       (2,998,682)

                  Discontinued Operations

                      Loss from discontinued operations     (2,342,064)

                      Gain on disposal of segment           22,191,305
                                                          ------------

                  Net Income                                16,850,559
                                                          ============


Note 15           Note Payable
                  ------------

                  In February and March, Qui Vive, Inc.,  received advances from
                  a related party for at total of $600,000.  Additional advances
                  of $500,000 were received after year end. The loans are due on
                  demand   beginning  two  month  after  the  loan  dates,   are
                  collateralized by substantially all of Qui Vive's assets,  and
                  bear interest,  payable  semi-annually at LIBOR plus 3.5%. The
                  creditor  is a related  party  through  EDV,  and not  through
                  Sundog.

Note 16           Contracts
                  ---------

                  The Company has entered into  contracts  with two customers to
                  develop software  applications using the Company's proprietary
                  systems. As a provision of one contract, the Company agreed to
                  pay a customer  royalties of two percent of net revenues up to
                  the contract amount ($125,000) and one percent of net revenues
                  thereafter,  from  subsequent  sales  or  licensing  to  third
                  parties of the product developed for such customer.

Note 17           Related Party/Stock Options
                  ---------------------------

                  Certain founding shareholders of the Company have entered into
                  an agreement  with a third  party,  Caldera  Holding  Company,
                  L.C.,  through which these shareholders have pooled personally
                  held stock of the Company for the purpose of granting  options
                  to third parties.  Through March 31, 2000,  2,475,000  options
                  were granted to key  individuals to encourage the  development
                  and increased  productivity of Sundog.  The intrinsic value to
                  the  Company  related to granting  these  options is $1.85 per
                  share or $4,578,750. As of March 31, 2000, 500,000 options had
                  vested,  thus,  the  Company  has  recognized  $925,000 in the
                  current period.  The remaining  compensation  expense has been
                  deferred and will be recognized over the vesting period, which
                  runs through September 2001.

                                       F-17