Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB


(Mark One)

(X)  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended June 30, 1999

                                       OR

( )  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange  Act of 1934  for the  transition  period  from        to
                                                             --------  -------


Commission File Number 0-24372
------------------------------



                            Sundog Technologies, Inc.

                 (Name of small business issuer in its charter)



                            The Thorsden Group, Ltd.

                     (Former name of small business issuer)


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

                       4505 South Wasatch Blvd., Suite 340
                           Salt Lake City, Utah 84124

              (Address of principal executive offices and Zip Code)

                                (801) 424-0044

              (Registrant's telephone number, including Area Code)



Check  whether the  registrant:  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  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
                                                                      ---   ---

As of June 10, 1999, there were issued and outstanding  22,560,234 shares of the
Company's Common Stock, par value $.001 per share.


Transitional Small Business Disclosure Format (check one):   Yes      No  X
                                                                -----   -----



<PAGE>

<TABLE>
                                Table of Contents
<CAPTION>

                                                                                                     Page No.

<S>     <C>                                                                                                 <C>
Part I. Financial Information...............................................................................3


1.       Financial Statements

         Condensed Consolidated Balance Sheet as of June 30, 1999(unaudited) and

                  March 31, 1999 (audited)..................................................................3



         Unaudited Condensed Consolidated Statements of Income for the three and nine months ended

                  June 30, 1999 and 1998....................................................................4



         Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended

                   June 30, 1999 and 1998...................................................................5



         Notes to Unaudited Condensed Consolidated Financial Statements.....................................6


2.       Management's Discussion and Analysis or Plan of Operation..........................................7


Part II.  Other Information................................................................................15
</TABLE>


                                  Page 2 fo 18

<PAGE>

<TABLE>
                                     PART I

ITEM 1 - FINANCIAL STATEMENTS


                            Sundog Technologies, Inc.

                          (A Development Stage Company)

                      Consolidated Condensed Balance Sheets
<CAPTION>

                                                       June 30          March 31
                                                   1999 (Unaudited)       1999
                                                     -----------      -----------
<S>                                                  <C>              <C>
ASSETS
    Current Assets
        Cash and Cash Equivalents                    $ 1,131,625      $ 2,215,620
        Marketable Securities                              2,280            3,188
        Accounts Receivable                                5,744           51,200
        Prepaid Expenses                                  49,539           25,550
      Intercompany
                                                     -----------      -----------
    Total Current Assets                               1,189,188        2,295,557
                                                     -----------      -----------
    Property and  Equipment                              459,501          380,406
        Less: Accumulated Depreciation                    68,479           52,146
                                                     -----------      -----------
    Property and  Equipment, Net                         391,022          328,260
                                                     -----------      -----------
    Other Assets
        Deposits                                         106,968          105,605
        Intangible Assets                                 70,322           59,983
                                                     -----------      -----------
    Total Other Assets                                   177,290          165,588
                                                     -----------      -----------
TOTAL ASSETS                                         $ 1,757,500      $ 2,789,406
                                                     ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
        Accounts Payable                             $   167,664      $   140,748
        Deferred Income on Maintenance Contracts            --               --
        Equipment Lease Obligations                       33,784           38,590
        Accrued Liabilities                               77,032           75,822
                                                     -----------      -----------
    Total Current Liabilities                            278,480          255,160
                                                     -----------      -----------
       Equipment Lease Obligations                        22,756           29,416
       Other Current Liabilities                            --               --
       Intercompany
                                                     -----------      -----------
Total Liabilities                                        301,236          284,576
                                                     -----------      -----------

Stockholders' Equity
    Common Stock                                          22,560           22,530
    Additional paid in Capital                         5,752,330        5,557,526
    Accumulated (Deficit)                             (4,303,964)      (3,061,472)
    Accumulated unrealized loss on investments           (14,662)         (13,754)
                                                     -----------      -----------
Total Stockholders' Equity                             1,456,264        2,504,830
                                                     -----------      -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 1,757,500      $ 2,789,406
                                                     -----------      -----------
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                  Page 3 of 18

<PAGE>

                            Sundog Technologies, Inc.

                          (A Development Stage Company

             Consolidated Condensed Statement of Income (Unaudited)

                                                                 From Inception
                                     Three Months Ended              6/11/92
                                  6/30/99           6/30/98     to June 30, 1999
                                -----------       -----------     -----------
Net Revenues                         5,689            6,250          225,127

Costs and Expenses:

  Cost of Sales                     11,542              851           63,408
  Research and Development         554,946          197,638        2,043,069
  Marketing, Admin & Sales         699,751          246,113        2,498,068

Operating Costs and Expenses     1,266,239          444,602        4,604,545

Operating (Loss)                (1,260,550)        (438,352)      (4,379,418)
  Interest Income                   20,110            7,803           91,474
  Interest Expense                  (2,053)          (1,236)         (11,937)
  Other Expense                       --               --             (4,356)
  Other Income                        --                100              270
                                -----------       -----------     -----------

Net (Loss)                      (1,242,493)        (431,685)      (4,303,967)
                                ===========       ===========     ===========
Net (Loss) per share                (0.055)           (0.02)           (0.19)
Weighted average number
Of Shares Outstanding           22,560,234       20,207,625       22,560,234
                                -----------       -----------     -----------


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                  Page 4 of 18

<PAGE>

<TABLE>
                            Sundog Technologies, Inc.

                         (A Development Stage Company)

           Consolidated Condensed Statement of Cash Flows (Unaudited)
<CAPTION>

                                                                                       CUMULATIVE FROM
                                                              THREE MONTHS ENDED          INCEPTION
                                                           June 30         June 30      June 11, 1992
                                                             1999            1998      To June 30, 1999
                                                         -----------     -----------     -----------
<S>                                                      <C>               <C>           <C>
Cash Flows (used by) Operating Activities:
    Net (Loss)                                           (1,242,493)       (431,685)     (4,303,967)
    Adjustments to reconcile net income to
    net cash used for operating activities:
        Depreciation                                         19,059           8,779          71,235
    Changes in Assets and Liabilities:
        Increase Accounts Receivable                         45,456           2,063          (5,744)
        Prepaid Expenses                                    (23,989)           --           (49,539)
        Accounts Payable                                     26,917          26,020         167,665
        Deferred Income                                        --            (6,250)           --
        Accrued Liabilities                                   1,210         (39,264)         77,032
                                                         -----------     -----------     -----------
Net Cash (Used By) Operating Activities                  (1,173,840)       (440,337)     (4,043,318)
                                                         -----------     -----------     -----------
Cash Flows (Used for) Investing Activities:
    Additions to Equipment                                  (81,821)         (1,952)       (462,257)
    Disposition of Marketable Securities                       --           299,322         823,668
    Lease Deposits                                           (1,362)           --          (106,967)
    Patent/Trademark Costs                                  (10,339)         (1,277)        (70,322)
                                                         -----------     -----------     -----------
Net Cash Used for Investing Activities                      (93,522)        296,093         184,122
                                                         -----------     -----------     -----------
Cash Flows Provided By Financing Activities:
    Proceeds from Private Placement of Shares               194,834         150,252       4,933,280
    Increase in Lease Obligations                           (11,467)         (4,958)         56,541
    Cash Contribution                                          --                 0           1,000
                                                         -----------     -----------     -----------
Net Cash Provided By Financing Activities                   183,367         145,295       4,990,821
                                                         -----------     -----------     -----------
Net Increase/(Decrease) in Cash and Cash Equivalents     (1,083,995)          1,051       1,131,625
                                                         -----------     -----------     -----------

Beginning Cash Balance                                    2,215,620                            --

                                                         -----------     -----------     -----------
Ending Cash Balance                                       1,131,625           1,051       1,131,625
                                                         -----------     -----------     -----------
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                  Page 5 of 18

<PAGE>

                            Sundog Technologies, Inc.

                   Notes to Consolidated Financial Statements


Preliminary Note

The Company has  prepared  the  accompanying  condensed  consolidated  financial
statements,  without  audit,  according  to the  applicable  regulations  of the
Securities and Exchange Commission. Certain information and disclosures normally
included in those financial  statements prepared according to generally accepted
accounting  principles have been condensed or omitted. The Company believes that
the  following   disclosures   are  adequate  to  present   clear,   unequivocal
information.  These  condensed  consolidated  financial  statements  reflect all
adjustments  (consisting  only of normal  recurring  adjustments)  that,  in the
Company's  opinion,  are necessary to present fairly the financial  position and
results of operations of the Company for the periods presented.  We suggest that
these condensed  consolidated  financial statements are read in conjunction with
the  consolidated  financial  statements  and the notes thereto  included in the
Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1999.

Note 1 Concentration

The Company is still in the development stage, and its revenues to date are from
two customers.

Note 2 Intangible Assets

The Company has applied for patent and trademark  protection for its proprietary
software and brand names and has expended  $53,997 for patent rights and $16,345
for trademark rights. These expenses are primarily for professional  services in
connections  with the  applications.  The application for  registration of these
patents and  trademarks  are still in the process of being  granted,  but recent
communications  with the  Patent  and  TradeMark  Office  suggests  a  favorable
outcome,  although no assurance can be given as to any such outcome. The Company
will begin to amortize these assets upon completion of patent registration or at
the point when the products begin to generate revenue.

Note 3 Subsidiary Company

The Board of Directors  created a subsidiary,  Qui Vive,  Inc., on June 5, 1998,
for  the  development  of a new  product.  This  new  entity  has  required  the
restructuring of current management as well as the recruitment of new personnel.
The team members will likely  receive  equity  ownership  interests in Qui Vive,
Inc. as part of their compensation for successfully developing the project.

Note 4 Cash and 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.


                                  Page 6 of 18

<PAGE>

Item 2 MANAGEMENT'S DISCUSSION and Analysis or Plan of Operation

The following  discussion  should be read in conjunction  with the  consolidated
financial statements and the notes thereto appearing elsewhere in this Quarterly
Report on Form 10-QSB.

Overview

Sundog Technologies,  Inc. ("Sundog" or the "Company") is a Delaware corporation
organized   in  1992  for  the  purpose  of  seeking  and   acquiring   business
opportunities.  The Company was formerly known as The Thorsden  Group,  Ltd. and
changed its name to Sundog  Technologies,  Inc. in April 1999.  In October 1997,
the Company acquired  Arkona,  Inc., a Utah  corporation  ("Arkona"),  through a
wholly owned subsidiary  corporation in a reverse triangular  merger,  accounted
for as a purchase.  Arkona's  predecessor,  Arkona LLC, a Utah limited liability
company, was founded in September 1996 and had limited business operations prior
to the acquisition. On June 5, 1998 the Company formed a new subsidiary company,
Qui Vive Inc., in Delaware ("Qui Vive").

The core business of the Company is developing,  marketing, and selling software
products for use in portable and distributed network computing and secure e-mail
applications.  Business is conducted  through its  subsidiaries,  Arkona and Qui
Vive.

Arkona

During the quarter ended June 30, 1999,  Arkona  continued rapid  enhancement of
its core product  Universal  Update.  Universal  Update version 1.5 was released
during Sun Microsystems JavaOne(TM) tradeshow and was delivered to prospects for
evaluation.  This release marks a substantial improvement over version1.0 adding
a simplified  interface  for  administrators,  new  application  "adapters"  for
accessing  a variety of  corporate  data  sources,  and  documented  programming
interfaces  making it easier for  technology  companies to license and embed the
Universal Update technology.

Also in June 1999,  Arkona's recently formed  professional  service group made a
series of new training  courses  available  to  customers.  This group  provides
Arkona's  customers  with both  training  and  consulting  in  business  process
improvement (BPI), a service used to drive demand for Arkona's software products
and a prerequisite to ensure complete client satisfaction. Additionally, courses
were added covering Knowledge Management best practices,  a service closely tied
to BPI. This quarter the professional  service group signed additional contracts
with the U.S. Department of Defense, DFAS division, the DC Metro Authority,  and
acted as subcontractor for training courses at Intermountain.

Arkona's Solutions

Arkona  provides  both  product  and  service  solutions  to  its  customers  to
facilitate  enterprise  information sharing.  Arkona's core software technology,
Universal Update,  provides a flexible information brokering technology designed
to facilitate  information sharing between disparate business systems.  Arkona's
professional  service  group  provides  complementary  training and  consulting,
facilitating both the IT strategy to implement  Universal Update and information
and process redesign to facilitate information sharing at the human level.


                                  Page 7 of 18

<PAGE>

Universal Update

Universal  Update is an  information  broker  for the  extended  enterprise.  It
facilitates the collection,  transformation,  and exchange of vital  information
between  disparate  business  systems.   Rapid  setup  and  easy  administration
eliminate costly integration activities and provide a simpler and more pragmatic
approach for sharing data throughout the enterprise.

Unites islands of information.

Universal  Update  facilitates the collection,  transformation,  and exchange of
vital  information  between  business  systems.  It  allows  companies  to share
previously untapped information with employees, partners and customers.

Does away with programming, saving time and money.

Universal  Update  does  away  with  complex  and  expensive   transaction-  and
event-based implementation.  Its dynamic architecture allows for rapid setup and
promotes a healthy, adaptive enterprise.

Eliminates barriers to greater business value.

Universal   Update's   unique,    non-event-driven    architecture   facilitates
opportunistic,  non-intrusive  data integration.  This key difference  dissolves
political  issues  and  keeps  integration   projects  from  becoming  major  IT
productions.

Sundog Professional Services

Sundog  provides  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.  It is a rigorous  and
structured  approach  for  fundamentally   rethinking  and  redesigning  how  an
organization  meets its objectives.  It gives managers the analytical  tools and
strategies to question current  management  assumptions about work practices and
procedures. BPI allows managers to decide if a practice is necessary, and if so,
whether it should be performed in-house or outsourced.  It also includes methods
to evaluate best practices and future technology requirements.

Sundog's  approach to BPI ensures  that  clients  have the support  necessary to
revalidate  their  missions,   set  a  visionary  course  for  the  future,  and
reconfigure their operations to create an enterprise that works better and costs
less.  To that end,  Sundog  provides  comprehensive  methods,  tools,  advisory
services,  and  education  concerning  the  disciplines  of  BPI  and  Knowledge
Management.

Sundog' Professional  Services provide a perfect complement to Universal Update.
While  Universal  Update is designed to simplify the  integration of information
and processes at a technology level,  Sundog's  Professional Services provides a
roadmap for  integration  at a business  level.  Together  Universal  Update and
Professional Services form a complete business integration package.


                                  Page 8 of 18

<PAGE>

BPI Services include the following:

o    Strategic  Planning:  define the domain,  conduct  relevant  analysis,  and
     identify  major drivers and  opportunities  for  improvement  in functional
     areas.

o    Enterprise  Development  and Modeling  Services:  assist clients to develop
     functional  area dna  enterprise  level data models that  improve  leaders'
     understanding area of responsibility.

o    Functional Process Assessments:  utilize BPI techniques and tools to review
     and validate the design,  development,  and  implementation  of  functional
     process improvements.

o    Functional  Architectures:  assist  client  in  defining  the  scope of the
     functional area and its functional activities;  current and future methods,
     management  processes,   and  data  structures;   objectives,   performance
     measures, and targets to support recommendations.

o    Process and Data Baselines: reviews existing methods, management processes,
     and data structures to identify process and data improvements.

o    Activity  Modeling:  provides a clear picture of improvement  opportunities
     and non-value added processes.

o    Activity-Based  Analysis and  Activity-Based  Costing:  provides  basis for
     developing recommendations.

o    Business  Rule  Development:  documents  the  information  requirements  of
     functional activities.

o    Evaluation of Alternatives and Selection of Process,  Data, and Information
     System Improvements.

o    Requirements   Prototyping:   offers   solutions  for  current  and  future
     information management requirements.

Integration of product & services

Sundog's  Professional  Services  provides  a perfect  complement  to  Universal
Update.  While  Universal  Update is  designed to simplify  the  integration  of
information and processes at a technolgy level, Professional Services provides a
roadmap for integration at the business  level.  Together  Universal  Update and
Professional Services from a complete business integration package.

Benefit to Customers

Captures Business Knowledge

Business  Process  Improvement  and its  business  modeling  techniques  clearly
document business  processes,  operating rules,  information needs, and resource
requirements-mission  critical  information  that is typically  undocumented and
known only to a few domain experts.  Once  documented in a business model,  this
information  is used to  assess  requirements  for  improvements  in  enterprise
business  processes and information  systems,  correctly  appraise the impact of
change at any point in the business, and evaluate "what if" scenarios.


                                  Page 9 of 18

<PAGE>

Creates a Common Vision

Just as an experienced  contractor would never consider building a house without
a blueprint,  large IT projects  demand a single plan from which everyone works.
Business models developed by Sundog's analysts provide key decision-makers  with
an "easy-to understand,"  graphical blueprint of the business. The models enable
executives,  functional managers,  IT staff, and engineers to work from a common
plan toward a common  objective.  This blueprint  speeds system  implementation,
increases  user  satisfaction,  and  helps  companies  avoid  costly  technology
mistakes.

Manages Change

Effective  business  models  provide a solid  architectural  foundation  that is
resilient to change.  Models are independent of technology.  Focusing on "what a
business  does"  rather  than  on  "the  software   used"  improves   technology
evaluations,  enables impact analysis, and eliminates  non-value-added processes
and systems.  This approach more accurately  describes the expected  behavior of
the current business system and clearly identifies gaps and overlaps in business
functions.

The Arkona Solutions

UNIVERSAL UPDATE(TM)

The Universal Update Client and Server represent Arkona's core technology. These
modules  work  as  embedded   components  within  specific  industry  solutions.
Customers  and solution  providers  may choose to license the  Universal  Update
technology for use in their own products,  or they can work with Arkona to build
more specific vertical solutions.

ARKONA ONSITE(TM) FIELD SERVICE

Arkona OnSite Field Service was the Company's first industry  solution.  It used
an earlier  iteration of our  Universal  Update  enabling  technology  which was
custom designed  specifically for one customer's field service engineers to gain
access to  critical  customer,  product,  and  inventory  information  even when
disconnected  at the customer's  site.  Using this product,  these field service
workers  gather data from a legacy  database and store a replica of the database
in a laptop at the customer's  site. They can then access  information  with the
OnSite  product  without  being  connected  to a network.  Later,  when  network
connection is conveniently  available,  stored reports and other information can
be transmitted.  The system is useful where  telephones or network ports are not
readily available or where wireless networking technologies are not practical or
permitted (such as hospitals). The OnSite product was developed in collaboration
with OEC Medical Systems, Inc. ("OEC"), an unaffiliated customer of Arkona.

Qui Vive

The digital  revolution  has evolved around a simple  notion:  that  information
should be permanent.  Unlike other media formats,  digital information  (e-mail)
can be stored forever, recovered at will, copied with ease, and shared anywhere.
Unfortunately,  these  attributes  can  also  give  digital  information  a more
sinister  side.  E-mail  can just as  easily be saved,  copied,  recovered,  and
redistributed  by anyone  at any time with or  without  consent  and  frequently


                                 page 10 of 18

<PAGE>

without  knowledge.  Once an electronic  e-mail message has been sent, an author
loses all  control of his or her words.  According  to industry  analyst  Esther
Dyson,  the challenge is not to keep everything  secret,  but to limit misuse of
such information.?

Qui Vive is developing a solution to these problems,  the purpose of which is to
facilitate  communication  and give  content  control  back to the  author.  The
project is  presently  in the design and  architecture  phase of  developing  an
enhanced e-mail product.  When the first version of the product is launched,  we
expect it to give e-mail  users the chance to direct:

     o how their words will be released,

     o who can see them,

     o how they can be redistributed, and

     o if they can be printed, copied, or saved.

We cannot assure that the  safeguards  of enhanced  e-mail will not be abused or
circumvented by someone with the requisite degree of computer sophistication and
a malicious motive. However, subsequent versions of the product will continue to
raise the bar against  potential  abuse and  compromise  of security  that is so
easily breached, often accidentally, with current systems.

The  Company  believes  that  the  level  of  security  embedded  in  the  first
implementation  will be sufficient to address the needs of approximately  80% of
the market. Enhancements to increase security and further simplify the product`s
usability will be added over time.

Key Features

The first  version of the  product is  expected  to include  the  following  key
features:

     Content Restrictions.  Authors can decide whether their e-mail messages can
     be printed, copied, or saved by the recipient

     Forwarding  Restrictions.  Authors can prohibit  recipients from forwarding
     their e-mail in whole or in part.

     Lifespan Limits.  Authors can configure  messages to self-destruct  after a
     predefined period or be accessed only at certain times.

     Dynamic Self-Destruction. Authors can set messages to destroy themselves as
     they are read.

     Persistence Limits.  Authors can define the number of times any message can
     be viewed

PHASE 1 FUNCTIONALITY

The key features listed above will include the following functionality:

     E-mail is created using the sender's  existing e-mail  software.  Currently
     being  designed  as an add-on to existing  e-mail  software,  the  enhanced
     e-mail will be sent from any Java-enabled  e-mail client,  including e-mail
     products  from  Netscape,  Microsoft,  Lotus,  and  others.  Once an e-mail
     message  has been  authored,  the user  selects  appropriate  security  and
     auditing  options  from a simple,  easy-to-use  GUI or relies on either the
     user-preset or embedded defaults.

     The e-mail message is secured.  The product's mail server  encapsulates and
     encrypts  the  e-mail  message.   The  mail  server  can  reside  within  a
     corporation or with an Internet service provider.


                                 Page 11 of 18

<PAGE>

     E-mail recipient is notified. The server notifies the e-mail recipient that
     a secured e-mail message has been received.  Each  notification  includes a
     hypertext link that quickly takes the recipient to the secured message.

     Access is granted using a personal password.  Before the recipient can open
     a secured e-mail message,  the recipient must first be authenticated.  This
     authentication   process  will  employ  industry  standard   authentication
     mechanisms.

     Content is controlled through sender-defined options. Even after access has
     been   granted,   secured   e-mail   continues  to  be  restricted  by  the
     sender-defined options.  Recipients cannot forward, save, or manipulate the
     original e-mail message in any way forbidden by the sender.

FUTURE FUNCTIONALITY

Subsequent versions of the software will include  significant  enhancements that
will be announced as the products are released.

How the Customer Benefits

The Company  expects this product to be a critical  solution,  which it believes
may well become the  legally  required  standard  of care for a wide  variety of
industries,  professions,  and situations. In fact, the Company believes secured
e-mail should be used in any situation requiring  discretion.  It is intended as
an ideal solution for:

     o Legal communications

     o Governmental agencies

     o Contract negotiations

     o Medical information

     o Sensitive human resource information

     o Communication of non-public corporate information

     o Any information which should not be public

Status of Development

The Company anticipates the product will evolve from its initial implementation,
which, as described above, will represent a level of functionality sufficient to
cover most e-mail  users'  privacy  concerns.  However,  the Company  intends to
implement other designs that eliminate intermediary  services,  further simplify
the functionality and usability of the product, and simultaneously  increase the
level of security in the product.

The  ultimate  design  goal is to  meet  the  most  stringent  secure  messaging
requirements  up to and including the standards of the US Department of Defense.
Increasingly  rigorous  levels  of  security  will be  implemented  en  route to
achieving this final goal. Once the e-mail  solution is  successfully  launched,
implementations  beyond  e-mail will be  designed  and  marketed.  Markets to be
targeted after the initial releases will include, but not necessarily be limited
to: voice mail, pagers, databases, Usenet newsgroups, and web publishing tools.

The Company is currently  seeking  additional  capital to complete and move from
the  design  and  architecture  phase of  development,  including  securing  all
intellectual  property  protections  available,  to completion and marketing the
first product version.

The Company has engaged  engineers,  marketers  and an  administration  staff to
support the development of the product for delivery to the marketplace. However,
there can be no  assurance  that the  Company  will  successfully  complete  the
project,  and that the  product  will  include all or  substantially  all of the
elements  described  above, or that any of the other risks described herein will
not adversely affect the outcome of the project.

                                 Page 12 of 18

<PAGE>

Results of Operations

Three Months Ended June 30, 1999 and 1998

Revenues  for the  quarter  ended  June 30,  1999 were  $5,689  (1998:  $6,250).
Operating  costs and expenses  totaled  $1,266,239 in the quarter ended December
31, 1998 (1998:  $444,602).  The 1999 expenses included $554,946 in research and
development expense (1998: $197,638). The increased expenses in 1999 reflect the
addition of  personnel  primarily to work on the enhanced  e-mail  product.  The
Company  expects that  research and  development  expenditures  will continue to
increase  during the next  twelve  months as  development  of  existing  and new
products  continues.  We expect  that  adding  new  personnel  in this area will
increase these expenses by approximately 10% in the next quarter.

The Company had $20,110 in  interest  income  during the quarter  ended June 30,
1999 (1998:  $7,803).  The increase in interest  income is due to increased cash
balances maintained in banks following the sale of the Company's common stock in
a private  placement.  The net loss for the quarter was  $1,242,493 (or $.06 per
share) compared to a loss $-431,685 (or $.02 per share) in 1997.

Revenues  for  the  quarter  were  provided  by a P.O.  from  Abacus  Technology
Corporation  for  work  performed  Sundog's  Professional  Services.  Sundog  is
currently bidding for a number of projects utilizing its core technologies,  but
there is no assurance it will be the succeeding  bidder on any of such projects.
Expenses for the quarter reflect the cost of people,  engineering research,  and
marketing  and  selling  efforts,  which  will  form the  foundation  of  future
increased revenue and profitability growth.

The primary  marketing focus for the quarter  continued to be  establishing  the
Company's  identity in the marketplace and building a secure platform for future
growth, including recruiting the key personnel and business partners required to
build end-user solutions.

The Company has entered into a license agreement with OEC Medical Systems,  Inc.
(OEC) to whom the Company has agreed to pay a royalty on revenues generated from
the  licensing or use of a software  product  developed  by Arkona in 1997.  The
royalty  is  equal to five  percent  of net  revenues  until  OEC has  recovered
$125,000,  the amount paid to Arkona to develop  the  product.  Thereafter,  the
royalty  is two  percent  of net  revenues  thereafter  until  OEC has been paid
$250,000 and one percent of revenues. No royalties have been paid by the Company
to date under this arrangement.

Liquidity and Capital Resources

At June 30, 1999 the Company had cash and cash  equivalents  of  $1,131,625,  as
compared to cash and cash  equivalents of $2,215,620 as of March 31, 1999.  Cash
was provided during the period through the sale of stock in a private placement.

Capital  spending  of $81,821 in the 3 months was  primarily  for  computer  and
related   equipment  used  in  the  Company's   operations,   including  product
development and research.

The Company held  marketable  securities  available  for sale at June 30, 1999 .
Although  the Company  does not intend to engage in the business of investing in
or buying and selling  securities  of other  companies,  these  securities  were
received as partial  consideration  in connection with the sale of the Company's
common stock in October 1997. These  marketable  securities were 3,000 shares of
common stock of Eurogas Corp. ("EUGS").


                                 Page 13 of 18

<PAGE>

At June 30,  1999 , the sale price of EUGS  common  stock,  as  reported  by the
over-the-counter  ("OTC") electronic bulletin board, was $0.76 per share. Shares
traded in the NASDAQ OTC markets are  characterized by price volatility and thin
trading volumes. The relatively low volume of securities traded and the dramatic
effect  that sales of even a few  shares  can have on the  market  price of such
securities may have an adverse effect on the Company's  ability to liquidate its
remaining holdings or to realize the values similar to those shown above.

Management  believes  that the  cash  available  to the  Company  from  recently
completed and planned sales of marketable securities,  proceeds from the sale of
its own  securities,  and cash provided by operations will be sufficient to meet
the  business  requirements  of the Company for the next twelve  months.  If the
Company expands its efforts to develop new products,  or the projected  revenues
do not  materialize in the timeframe  anticipated,  seeking  additional  funding
through  the  sale of its  securities  or  through  borrowing  may be  required.
Presently  the  Company  does not have an  established  bank  line of  credit or
similar  facility.  The sale of equity  securities  will result in immediate and
possibly substantial dilution of existing shareholders.

Year 2000 Issues

The Year 2000 Issue is the result of computer  programs  being written using two
digits  rather than four to define the  applicable  year. As a result there is a
risk  that  certain   Company's   computer   programs  or  equipment  that  have
date-sensitive  software or embedded  technology may recognize a date using "00"
as the year 1900, rather than the year 2000. With the approaching  change in the
century,  this  could  result in a system  failure  or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  collect  payment or engage in similar
normal business activities or complete ongoing development projects.

The  Company  relies on computer  hardware,  software  and  related  technology,
together with data, in the operation of its business.  Such  technology and data
are used in the Company's internal  operations,  such as billing and accounting.
The  Company is  currently  investigating  the  technology  and data used in its
operations  and has yet to  determine  whether  Year 2000 Issues will affect its
business.  Based on its  assessment of  activities  to date,  the Company is not
aware of a Year 2000  problem  with any of its  internal  systems.  The  Company
intends to evaluate its technology and data to determine what, if any,  remedial
action may be required to address these issues.  This  includes  seeking  and/or
requiring  remediation of any Year 2000 Issues that are related to the Company's
customers, suppliers and distributors. There is, however, no assurance that such
third parties will successfully  remediate their own Year 2000 Issues over which
the Company has no control.

The  Company  believes  it  will  substantially   complete  its  evaluation  and
remediation  prior to the beginning of the year 2000, and that upon  substantial
completion of such actions, and assuming that the Company's customers, suppliers
and  distributors  successfully  remediate their own Year 2000 Issues over which
the Company has no control, the Company will have no material business risk from
such  issues.  The  Company  has not yet  determined  the total  cost of such an
evaluation  and  any  remediation  that  may be  required  to  correct  problems
identified by this process.

The Company  develops  its  software  and  designs its  products to be Year 2000
compliant.  Customers  may require the Company to certify  that its products are
Year 2000 compliant. If its products were shown to have been the cause of a Year
2000  problem in a  customer's  system or  business,  the  Company  could  incur
liabilities  for breaching the warranty,  if any, that it may give its customers
concerning the status of its products under applicable Year 2000 standards.


                                 Page 14 of 18

<PAGE>

                                    OUTLOOK

            Cautionary Statement Regarding Forward-Looking Statements

The Company considers all forward-looking statements contained in this Quarterly
Report to be covered by and to qualify for the safe harbor  protection  provided
by Section 21E of the Securities Exchange Act of 1934, as amended.  Shareholders
and  prospective  shareholders  should  understand  that several  factors govern
whether the results described by any such  forward-looking  statement will be or
can be achieved.  Any one of those factors could cause actual  results to differ
materially from those projected in this Report.

The  forward-looking  statements  contained  in this  report  include  plans and
objectives of management for future operations, relating to the products and the
economic  performance  of the Company.  Assumptions  applicable to the foregoing
involve  judgments  with  respect  to,  among  other  things,  future  economic,
competitive, and market conditions,  future business decisions, and the time and
money required to successfully complete development  projects,  all of which are
difficult or impossible to predict  accurately  and many of which are beyond the
Company's control. Although the Company believes that the assumptions underlying
the  forward-looking  statements are reasonable,  any of those assumptions could
prove inaccurate.  Therefore,  we cannot assure that the results contemplated in
any of the  forward-looking  statements  contained herein will be realized.  The
impact of actual  experience and business  developments may cause the Company to
alter its marketing,  capital expenditure plans, or other budgets,  which may in
turn  affect the  Company's  results  of  operations.  In light of the  inherent
uncertainties in forward-looking statements, the inclusion of any such statement
does not guarantee that the objectives or plans of the Company will be achieved.
Among other  factors to consider is the possible  impact of the  following  risk
factors on the financial condition and results of operation of the Company.

                     Development Stage, Accumulated Deficit

The Company is a  development  stage  company and has had only limited  revenues
since its inception.  There can be no assurance that the Company will be able to
achieve a  significant  level of sales or attain  profitability.  The  Company's
operations  have been limited to  developing  software,  initial  sales and fund
raising  activities.  There can be no assurance that the Company will be able to
grow in the future or attain  profitability.  As a result,  the Company believes
that its prior results of operation are not  necessarily  meaningful  and should
not be relied upon as an indication of future performance.  The profit potential
of the Company's  business is  speculative,  and to be  successful,  the Company
must, among other things, develop and market software that is widely accepted by
business  customers at prices that will yield a profit.  The Company's  software
products  are in the  development  stage.  There  can be no  assurance  that the
products of the Company will achieve broad commercial acceptance.  The Company's
ability to generate future revenues will depend on a number of factors,  many of
which are beyond the Company's control and include, among others, the ability of
the  Company to  complete  its product  development  activities  and to carry on
timely and effective marketing campaigns.

Because  of the  foregoing  factors,  among  others,  the  Company  is unable to
forecast  its revenues or the rate at which it will add new  customers  with any
degree of accuracy.  There can be no assurance  that the Company will be able to
increase its sales in accordance with its internal  forecasts or to a level that
meets the  expectations  of investors.  There can also be no assurance  that the
Company will ever achieve favorable operating results or profitability.


                                 Page 15 of 18

<PAGE>

                           Part II. Other Information


ITEM 2.  CHANGES IN SECURITIES

         Unregistered  sales of equity  securities during quarter (other than in
reliance on Regulation S).

Recent Sales of Unregistered  Securities.  During the three months ended June 30
1999, the Company issued equity  securities  that were not registered  under the
Securities Act of 1933, as amended (the "Act"). Specifically, the Company issued
124,294 shares of common stock and warrants to purchase 107,627 shares of common
stock.  Gross  proceeds to the Company of $194,774 were generated by the sale of
these securities.  The Company issued such shares without registration under the
Act in reliance on exemptions  from  registration  under the Section 4(2) and/or
3(b), as well as  Regulation D  promulgated  under the Act. The shares of common
stock were (and the shares  issueable  upon  exercise of the  warrants  will be)
issued as restricted  securities and the certificates  representing  such shares
are or will be stamped with a restrictive  legend to prevent any resale  without
registration  under the Act or compliance  with an exemption.  In each case, the
purchasers of the securities were accredited investors,  as that term is defined
by Rule 501  under  the Act,  or  represented  to the  Company  that  they  were
sophisticated investors who were experienced in making investments of this type,
either  alone  or with a  purchaser  representative,  and  that  they  or  their
purchaser  representatives  were  otherwise  suitable  (under  state and federal
regulations)  and possessed  adequate means of providing for their current needs
and personal contingencies and who had no need for liquidity in an investment in
securities  such as the  Company's  common  stock,  which are subject to certain
risks, including the possible loss of a person's investment in whole or in part.

The  Company's  common stock is quoted on the  over-the-counter  ("OTC")  Nasdaq
electronic  bulletin  board under the symbol  TRDG.  To date there has been only
limited trading activity in the Company's stock.



                                 Page 16 of 18

<PAGE>

Item 6.  Exhibits and Reports on Form 8-K


         (a)  Exhibits



              27  Financial Data Schedule (previously filed)
























                                 Page 17 of 18

<PAGE>


                                   Signatures


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                 Sundog Technologies, Inc.

                                 (Registrant)




                                 /s/ Stephen Russell
Date: February 12, 1999          ----------------------------------------
                                 Stephen Russell, Chief Executive Officer, and
                                 Controller (Principal Financial and Accounting
                                 Officer)



                                 Page 18 of 18