SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                (Amendment No. 1)

[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                  (IRS Employer Identification No.)
of 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 Section 12(b) of the Act:      None

Securities registered under 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 June 30, 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 June 30,  2000 was  23,929,745
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.
1 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 (the "Form
10-KSB") for the purpose of adding the information  required by Part III of Form
10-KSB.  The Company  intended to include such information in a definitive Proxy
Statement for its 2000 Annual Meeting of Shareholders  that it believed would be
filed within 120 days of March 31,  2000.  (SEC rules  permit  incorporation  by
reference of  information  in a Proxy  Statement  only if the  definitive  Proxy
Statement is filed within 120 days of the end of a  registrant's  fiscal  year.)
Such definitive Proxy Statement will not be filed by such date; accordingly,  by
means of this  Amendment,  we  hereby  amend  the Form  10-KSB  to  include  the
information required by Part III thereof.

         In order to facilitate understanding of the Form 10-KSB, in addition to
providing  the  information  required  by Part III of Form  10-K,  which part is
amended and restated in its 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 Part III. 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..................................................10
   Item 2.  Description of Property........................................14
   Item 3.  Legal Proceedings..............................................15
   Item 4.   Submission of Matters to a Vote of Security Holders...........15

PART II....................................................................15
-------

   Item 5.   Market for Common Equity and Related Stockholder Matters......15
   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...................................................................17
--------

   Item 9.  Directors and Executive Officers of the Registrant.............17
   Item 10.  Executive Compensation........................................20
     Summary Compensation Table............................................20
     Option Grants in Last Fiscal Year.....................................20
     Aggregated Option Exercises in Last Fiscal Year and Year End
        Option Values......................................................21
     Director Compensation.................................................21
   Item 11.   Security Ownership of Certain Beneficial Owners and
                 Management................................................21
   Item 12.  Certain Relationships and Related Transactions................22
   Item 13.  Exhibits and Reports on Form 8-K..............................23

CONSOLIDATED FINANCIAL STATEMENTS.........................................F-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.

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,


                                       3
<PAGE>

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
v1.7 at the end of August  2000.  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:

     o         Synchronizing   data  from  different  systems  in  a  university
               setting.

                                       4
<PAGE>

     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,

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<PAGE>

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

     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. on December 7, 1999. 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. If such shares are not issued to Sundog on or before July 31, 2000,
Envision has agreed borrow 272,500 shares of Envision  common stock from its key
shareholder and issue such shares to Sundog.

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 use our shares of Envision  common stock 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.  Rather, 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  secured by our shares of  Envision
common stock) at an interest rate of 8.375% for a five-year  term. (The lender's
obligation to fund such loan is contingent  upon the market price for a share of
Envision common stock exceeding $28.50 or the lender's willingness to waive such
condition;  although the market price for Envision  common stock is below $28.50
as of July 12, 2000, the lender has indicated its intend to waive such condition
with respect to at least the first $1,000,000 traunche, and we expect to receive
the first $1,000,000 in loan proceeds during July 2000.) We are also considering
selling  one or more large  blocks of our shares of Envision  common  stock in a
privately  negotiated  transaction.  We  expect to us any  proceeds  from a loan
secured by a pledge of our Envision shares or from a sale of such shares to fund
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 disclaim  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.




                                       9
<PAGE>

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.

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.

                                       10
<PAGE>

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.  We could also
incur  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


                                       11
<PAGE>

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 "restricted  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.

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.

                                       12
<PAGE>

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.

Our executive  officers,  directors 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 BTA Rewrite

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,  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.

                                       13
<PAGE>

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.

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

We own 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.

                                       14
<PAGE>

We are in the process of moving from our current  location  described above to a
8,340 square foot  facility  located at 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 our 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 July 15,  2000 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.

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:  (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 experienced
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  contract
labor of $135,279.

Operating  expenses in FY2000  included  $597,774 in  research  and  development
expense,  compared to $856,111 in 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  $5,340,746  (or $0.23 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 due to the  increase in marketing  and
general and administrative 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.

Our current cash and cash  equivalents  are  insufficient to fund our activities
during the  coming  year.  In order to obtain  needed  capital,  we have we have


                                       16
<PAGE>

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,  secured by our shares
of Envision Development  Corporation common stock) at an interest rate of 8.375%
for a five-year  term;  however,  the lender's  obligation  to fund such loan is
contingent  upon the market price for a share of Envision common stock exceeding
$28.50 or the lender's willingness to waive such condition.  Although the market
price for Envision  common stock is below $28.50 as of July 12, 2000, the lender
has  indicated its intent to waive such  condition  with respect to at least the
first $1,000,000 traunche, and we expect to receive the first $1,000,000 in loan
proceeds during July or August 2000.

Management  believes  that the cash  available  to the Company from the recently
signed credit  facility and cash  provided by  operations  will be sufficient to
meet the business  requirements of the Company for the next 18 months. If we are
unable to  capitalize on the current  credit  facility due to  fluctuations  and
uncertainties  surrounding  Envision's common stock, we will be required to seek
additional funding through the sale of our securities or through  borrowing.  In
addition,  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 our  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 our 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-16 of this report.

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

         None.

                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

Nominees for Election as Directors

         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                                    Position Held 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
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>


                                       17
<PAGE>

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.

         JERRAL  PULLEY,  66, has been a director at Sundog since August of 1998
and served as chairman until January 2000. Pulley brings  substantial  expertise
in marketing and sales  innovation to the Company's  management team having held
prior chief executive  officer positions and having 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 Inc.,  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.

                                       18
<PAGE>

         Currently, Pulley serves as chairman of the board of directors of First
Scientific Inc.

         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.

         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:

                                       19
<PAGE>

         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.

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").  Carl Steffens was the
interim  Chief  Executive  Officer of Sundog  until  November of 1999.  Upon his
resignation, Mr. Rudd was appointed to serve as Chief Executive Officer.
<TABLE>
<CAPTION>


                                       Annual Compensation                                Long-Term Compensation
                                       -------------------                                ----------------------
                                                                  Other               Awards               Payouts
                                                                  Annual       Restricted    Securities                  All Other
                                            Salary   Bonus     Compensation      Stock       Underlying   LTIP Payouts Compensation
Name and Principal Position        Year     ($)      ($)           ($)         Award(s)($)   Options (*)    ($)             ($)
---------------------------        ----     ---      ---           ---         -----------   -----------    ---             ---
<S>                                <C>      <C>       <C>         <C>           <C>          <C>              <C>            <C>
Alan  Rudd,  CEO,   President
(from Jan 1, 2000 to present)               56,250     0           0             0               0            0              0

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

Stephen      Russell     CEO,
President   (from   April  1,
1999 to August 1, 1999                      41,583
</TABLE>


Option Grants in Last Fiscal Year

         The following table sets forth-individual  grants of options to acquire
shares of Common Stock made 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>
Stephen Russo                    100,000                   7%                    $0.30                02/01/05
Art Dearing                      100,000                   7%                    $0.30                01/10/05
Jeffrey Swain                    100,000                   7%                    $0.30                02/14/05
</TABLE>


                                       20
<PAGE>




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 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. 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>


                                                              Number of Unexercised          Value of Unexercised
                                                            Options at FY End 2000(1)     In-the-Money Options at FY
                      Shares Acquired    Value Realized                                        End 2000 ($)(2)
Name                    on Exercise            ($)          Exercisable/Unexercisable     Exercisable/Unexercisable
----                    -----------            ---          -------------------------     -------------------------
<S>                         <C>                <C>                 <C>                           <C>
Stephen Russo               --                 --                  Nil/100,000                   Nil/$70,000
Art Dearing                 --                 --                  Nil/100,000                   Nil/$70,000
Jeffrey Swain               --                 --                  Nil/100,000                   Nil/$70,000
------------------
</TABLE>

(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.  In the future,
the  Company  may  provide  stock  options  and other  incentive  awards to such
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.

                                       21
<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                                  0                        0

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

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

         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 (3)
         36 South State St.
         Suite 2000
         Salt Lake City, UT 84111                                  7,523,000                31.438%

         John Blumenthal
         4432 Emigration Canyon

         Salt Lake City, UT 84108                                  2,156,000                9.010%

All officers and directors as a group (8 persons)                  2,020,000(6)             8.441%
</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
stockholder  divided by the sum of (a) the  number of shares  subject to options
exercisable  by such  stockholder  within 60 days and (b)  ______,  which is the
number of shares of Common Stock issued and outstanding as of July 15, 2000.

(3) Caldera  obtained  shares as part of an agreement  entered into with certain
founding  shareholders  of the Company and described  later in this report under
the  heading  "Certain   Relationships  And  Related  Transactions."  While  the
agreement remains in force,  Caldera retains  dispositive power and voting power
with respect to shares subject to the agreement.

(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) Includes 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
between them 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  shares of Common Stock 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. However,  Caldera retains 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 Caldera's award of the last of the derivative options or at the end
of three years,  whichever  occurs first,  at which time voting power returns to
the founding shareholders.

                                       22
<PAGE>

Item 13.  Exhibits and Reports on Form 8-K

         (a)       Exhibits.
<TABLE>
<CAPTION>


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

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
</TABLE>


                                       23
<PAGE>


<TABLE>
<CAPTION>


Exhibit
Number             Title of Document                                 Location
---------------    ----------------------------------------------    ---------------------------------------
<S>                <C>                                               <C>

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.




                                       24
<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.  1) to be  signed  on its  behalf  by the  undersigned,
thereunto duly authorized, on July 20, 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.
<TABLE>
<CAPTION>

Signature                              Title                                 Date

<S>                             <C>                                   <C>
By: /s/ Alan S. Rudd            President and Chief Executive         July 20, 2000
        Alan S. Rudd            Officer and Director (Principal
                                Executive Officer)

By: /s/ Stephen Russo           Chief Financial Officer               July 20, 2000
        Stephen Russo           Principal Financial and
                                Accounting Officer)

By: /s/ signature omitted       Director                              July 20, 2000
        Jerral Pulley

By: /s/ John Zollinger*         Director                              July 20, 2000
        John Zollinger

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




                                       25
<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]


                                       F-1


<PAGE>






                            SUNDOG TECHNOLOGIES, INC.

                   Including the accounts of its subsidiaries
                          [A DEVELOPMENT STAGE COMPANY]

                                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.

                                                              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

                                     ASSETS

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                                       7,778,898

  Accumulated unrealized losses on investments                       (13,582)

  Deficit accumulated during the development stage                (8,402,222)
                   Total Stockholders' Equity/(Deficit)             (613,080)

            TOTAL LIABILITIES & STOCKHOLDERS' EQUITY/(DEFICIT)   $ 1,685,878

                 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
                                                3/31/00        3/31/99      Through 3/31/00
                                             ------------    ------------    ------------
<S>                                          <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          2,431,783         838,672       3,849,508

  Total Operating Expenses                      3,076,682       1,744,539       5,687,744

          Net Loss from Operations             (3,030,707)     (1,669,372)     (5,422,331)

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            -0-          (4,068)         (4,068)
   sale

        Total Other Income/(Expense)               32,025          36,107          85,666

          Net Loss From Continuing
          Operations                           (2,998,682)     (1,633,265)     (5,336,665)

Discontinued Operations: Note 14
     Loss from discontinued operations         (2,342,064)       (723,493)     (3,065,557)

Net Loss                                     $ (5,340,746)   $ (2,356,758)   $ (8,402,222)

Other comprehensive income:
   Unrealized holding gains(loss)                     172         145,256         (13,582)

Comprehensive Income (Loss)                    (5,340,574)     (2,211,502)     (8,415,804)

Basic & Diluted Loss/share - Note 1
  Continuing Operations                      $      (0.13)   $      (0.08)   $      (0.74)

  Discontinued Operations                           (0.10)          (0.03)          (0.43)

     Basic & Diluted Net Loss per share             (0.23)          (0.11)          (1.17)

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                      Stockholders'
                                      Shares Issued    Common          Paid-In         Loss on       Accum. Loss     Equity/
                                                       Stock           Capital       Investments     Devel 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         400,000           400           100                --             --              500
per share

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   $    22,530   $ 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
                                          Shares       Common       Additnl.     Unrealized     Accum. Loss     Stockhldrs'
                                          Issued        Stock       Paid-In       Loss on       Devel Stage   Equity/Deficit
                                                                    Capital      Investment
                                        ----------   -----------   -----------   -----------    -----------    -----------
<S>                                     <C>          <C>           <C>           <C>            <C>            <C>
Balance, March 31, 1999                 22,530,101   $    22,530   $ 5,557,526   ($   13,754)   ($3,061,474)   $ 2,504,828

Issued shares in Private Placement

for cash, $1.50 per share                  107,668           108       161,392          --             --          161,500

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

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

Compensation expense for stock
options granted                               --            --         582,500          --             --          582,500

Net loss for the year ended
March 31, 2000                                --            --            --            --       (5,340,748)    (5,340,748)

Balance, March 31, 2000                 23,825,521   $    23,826   $ 7,778,898   ($   13,582)   ($8,402,222)   ($  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 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                                                      $(5,340,748)   $(2,356,758)   $(8,402,222)
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                               1,029,808              0      1,029,808
    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-8

<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.

                                      F-9

<PAGE>

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

         (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).

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)               $8,402,222       $3,276,867       39%
                     Stock compensation                                      582,500          227,175       39%
                     Valuation allowance                                                   (3,504,042)
                          Deferred tax asset 3/31/2000                                             $0
</TABLE>

         The allowance has increased  $2,310,067 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:

                                      F-10

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

                                       Minimum
                   Year Ending      Lease Payments        Principal     Interest
                   -----------      --------------        ---------     --------
                    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

         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.

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.

                                      F-11

<PAGE>

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


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.

           Contract Requiring Deposit     Rate     Amount      Maturity
           --------------------------     ----     ------      --------
           Office Lease (Qui Vive)       4.000%    36,829    June 23, 2000

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) .

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

                                      F-12

<PAGE>

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

         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>


                                      F-13

<PAGE>

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

         Information  on  stock  options   outstanding  at  March  31,  2000  is
summarized as follows:
<TABLE>
<CAPTION>

                                           Options Outstanding                           Options Exercisable
                                                                     Weighted
                                             Weighted Average         Average                        Weighted Average
       Range of exercise         Number          Remaining           Exercise           Number           Exercise
             prices           Outstanding    Contractual 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%.

                                      F-14

<PAGE>

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

         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 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

                                           ASSETS

           Current Assets                                    $          516,972

                          Total Current Assets                          516,972

           Property & Equipment                                         186,207

                       Total Property & Equipment                       186,207

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

           Other Assets                                                  61,888

                           Total Other Assets                        37,361,888

                              TOTAL ASSETS                   $       38,065,067



                                      F-15

<PAGE>


Note 14  Subsequent Events/Discontinued Operation[continued]
         ----------------------------------------
<TABLE>
<CAPTION>


                                         LIABILITIES & STOCKHOLDERS' EQUITY

<S>                                                                   <C>
                   Current 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




                   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
</TABLE>


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.