SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             FORM 10-QSB/A

(Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1997

                                      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

                        THE THORSDEN GROUP, LTD.
 (Exact name of small business issuer as specified in its charter)



          DELAWARE                                   33-0611746
(State or other jurisdiction of           (I.R.S. 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 December 31, 1997, there were issued and outstanding 20,000,000 shares 
of the Company's Common Stock, par value $.001 per share.


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


 
<PAGE>
                               TABLE OF CONTENTS


PART I.   FINANCIAL INFORMATION

                                                                     Page No.
                                                                     -------
1.   Financial Statements

     Unaudited Condensed Consolidated Balance Sheets as of
       December 31, 1997 and March 31, 1997.............................3

     Unaudited Condensed Consolidated Statements of Income for
       the three and nine months ended December 31, 1997 and 1996.......4


     Unaudited Condensed Consolidated Statements of Cash Flows for
       the three and nine months ended December 31, 1997 and 1996.......5


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


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


PART II.  OTHER INFORMATION............................................ 11


                                       2
<PAGE>
                                     PART I

ITEM 1 - FINANCIAL STATEMENTS

                           THE THORSDEN GROUP, LTD.
                         (A Development Stage Company)

<TABLE>
<CAPTION>
Consolidated Condensed Balance Sheets (Unaudited)

                                                       December 31    March 31
                                                           1997         1997
                                                       ------------  ----------
<S>                                                    <C>           <C>
ASSETS
CURRENT ASSETS
  Cash and Cash Equivalents                            $    900,087    $ 11,614
  Marketable Securities - available for sale                716,918           -
  Accounts Receivable                                        15,125     (30,000)
  Prepaid Expenses                                            3,650           -
                                                         ----------    --------
 
  Total Current Assets                                    1,635,780     (18,386)
                                                         ----------    --------
  Equipment                                                 114,271       1,004
  Less Accumulated Depreciation                                 705           -
                                                         ----------    --------
  EQUIPMENT, NET                                            113,566       1,004
  OTHER ASSETS                                                9,374           -
                                                         ----------    --------
 
  TOTAL ASSETS                                           $1,758,720    $(17,382)
                                                         ==========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY
 
CURRENT LIABILITIES
  Accounts Payable                                       $   68,283    $  8,771
  Deferred Income on Maintenance Contracts                   16,667           -
  Equipment Lease Obligations                                33,273           -
  Accrued Liabilities                                        34,592      41,253
                                                         ----------    --------
  Total Current Liabilities                                 152,815      50,024
                                                         ----------    --------
  Equipment Lease Obligations                                22,145           -
 
STOCKHOLDERS' EQUITY
  Common Stock                                               20,000         425
  Additional Paid in Capital                              1,927,307         821
  Accumulated unrealized loss on investments               (123,692)          -
  Accumulated (Deficit)                                    (239,855)    (68,652)
                                                         ----------    --------
  Total Stockholders' Equity                              1,583,760     (67,406)
                                                         ----------    --------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $1,758,720    $(17,382)
                                                         ==========    ========
</TABLE>




                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      -3-
<PAGE>
                           THE THORSDEN GROUP, LTD.
                         (A Development Stage Company)

            CONSOLIDATED CONDENSED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
 
                                                                                
                                                                                              Cumulative from
                                                                                              Inception (Sept.25, 1996)
                                   Three Months Ended              Nine Months Ended          to December 31, 1997
                             
--------------------------------------------------------------------------------------------
                                        December 31                   December 31
                                   1997           1996             1997            1996
                             
--------------------------------------------------------------------------------------------  ------------------------
<S>                          <C>               <C>              <C>             <C>           <C> 
NET REVENUES                  $      10,959       $       0      $    135,958     $        0  $     135,958
                              -------------       ---------      -------------    ----------  -------------
COSTS AND EXPENSES:                                                                       
            
Cost and Sales                          852               0               852              0            852
Research and Development             55,062           5,716            73,164          5,716         79,239
Marketing, General and  
Administrative                      193,904          26,402           244,658         26,458        307,276
                              -------------       ---------      ------------     ----------  -------------
OPERATING COSTS AND EXPENSES        249,818          32,118           318,674         32,174        387,367
                              -------------       ---------      ------------     ----------  -------------
OPERATING (LOSS)                   (238,859)        (32,118)         (182,716)       (32,174)      (251,409)
Interest Income                      11,344              71            11,513             71         11,554
                              -------------       ---------      ------------     ----------- -------------
         NET (LOSS)           $    (227,515)      $ (32,047)     $   (171,203)    $  (32,103) $    (239,855)
                              =============       =========      ============     ==========  =============
NET LOSS PER SHARE            $       (0.01)      $   (0.08)     $      (0.01)    $    (0.08) $       (0.01) 
                              =============       =========      ============     ==========  =============
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING            20,000,000         424,600        20,000,000        424,600     20,000,000
                              =============       =========      ============     ==========  =============  
                                                                                
                                         
</TABLE>
 





                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      -4-
<PAGE>
                           THE THORSDEN GROUP, LTD.
                        (A Development Stage Company)

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE> 
<CAPTION>                                                                       
                               
                                                                  Nine Months Ended                     Cumulative From
                                                                      December 31                       Inception (Sept. 25, 
                                                                 1997                1996               1996) to Dec. 31, 1997      
                                                               -------------------------------       ---------------------------- 
<S>                                                            <C>             <C>                     <C> 
CASH FLOWS (USED BY) OPERATING ACTIVITIES:

Net (Loss)                                                     $(171,203)      $     (32,102)          $(239,855) 
Adjustments to reconcile net income to net cash used for       ----------      -------------           ---------   
operating activities:

Depreciation                                                         705                   0                 705
Changes in Assets and Liabilities:                                                                    
                     
 Accounts Receivable                                             (45,125)                  0             (15,125) 
 Prepaid Expenses                                                 (3,650)                  0              (3,650) 
 Other Assets                                                     (9,374)                  0              (9,374) 
 Accounts Payable                                                 59,512               1,094              68,283 
 Deferred Income                                                  16,667                   0              16,667 
 Accrued Liabilities                                              (6,661)             43,762              34,592  
                                                              ----------       -------------           ---------   
                                                                  12,074              44,855              92,098           
                                                              ----------       -------------           ---------   
NET CASH (USED FOR)/PROVIDED BY OPERATING ACTIVITIES            (159,129)             12,753            (147,757)      
                                                              ----------       -------------           ---------   
CASH FLOWS USED FOR INVESTING ACTIVITIES                                                                   
                                                                                
                                           
Additions to Equipment                                          (113,267)                  0            (114,271)  
                                                              ----------       -------------           ---------   
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:                                                                   
                              
Proceeds from Private Placement of Shares                      1,105,451                   0           1,106,697
Increase in Lease Obligations                                     55,418                   0              55,418
                                                              ----------       -------------           ---------   
NET CASH PROVIDED BY FINANCING ACTIVITIES                      1,160,869                   0           1,162,115  
-----------------------------------------------               ----------       -------------           ---------   
NET INCREASE IN CASH AND CASH EQUIVALENTS                        888,473              12,753             900,087
                                                              ----------       -------------           ---------    
Beginning cash:                                               $   11,614       $           0           $       0 
                                                              ----------       -------------           --------- 
Ending with:                                                  $  900,087       $      12,753           $ 900,087 
                                                              ----------       -------------           ---------   
Supplemental Disclosure of Cash Flow Information:                                                               
                                                                                
                                            
Cash paid during the period for interest                      $    1,559       $           0           $   1,559
                                                              ----------       -------------           ---------   
                                                                                
                            
                                                                                
                            
</TABLE> 
                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      -5-
 
                           THE THORSDEN GROUP, LTD.
                   Notes to Consolidated Financial Statements

Preliminary Note
----------------

The accompanying condensed consolidated financial statements have been 
prepared by the Company, without audit, pursuant to the rules and regulations 
of the Securities and Exchange Commission.  Certain information and 
disclosures normally included in financial statements prepared in accordance 
with generally accepted accounting principles have been condensed or omitted 
pursuant to such rules and regulations, although the Company believes that the 
following disclosures are adequate to make the information presented not 
misleading.  These condensed financial statements reflect all adjustments 
(consisting only of normal recurring adjustments) that, in the opinion of 
management, are necessary to present fairly the financial position and results 
of operations of the Company for the periods presented.  It is suggested that 
these condensed financial statements be read in conjunction with the financial 
statements and the notes thereto included in the Company's Annual Report on 
Form 10-KSB for the fiscal year ended March 31, 1997, as amended.

The Company was incorporated on June 11, 1992.  Its activities since inception 
until October 7, 1997 were limited to organizational matters.  For the purpose 
of merging with Arkona, Inc., a Utah corporation pursuant to an agreement 
dated October 7, 1997, the Company formed a wholly owned subsidiary, Thorsden 
Acquisition Corp.  An Agreement and Plan of Merger was executed on October 7, 
1997 resulting in a reverse triangular merger, accounted for as a purchase.

The merger resulted in Thorsden Acquisition Corp. ceasing to exist with the 
surviving entity now operating as a wholly owned subsidiary of Thorsden under 
the name of Arkona, Inc.

Arkona, Inc. was incorporated from a Limited Liability Company ("LLC") on or 
about September 30, 1997.  All the assets and liabilities of the LLC were 
transferred into the corporation and the LLC ceased to exist.

The Agreement and Plan of Merger set forth that Thorsden would issue 
14,000,000 shares to Arkona Inc.'s shareholders.  At that time Thorsden had 
424,500 shares outstanding and issued additional 1,575,500 shares to  
Thorsden's shareholders.  Immediately after this issuance Arkona Inc.'s  
shareholders owned 14,000,000 of the total outstanding of 16,000,000 shares, 
or 87.5%.

Comparative figures in this report have been restated, where necessary, for 
the effects of this merger.

Also, on October 7, 1997, a private placement of securities was completed 
wherein the Company received cash of approximately $1,159,390 and marketable 
securities of approximately $840,610.  These marketable securities have since 
been written down to their market value of $716,918 at December 31, 1997.  A 
total of 4,000,000 additional shares were issued in conjunction with the 
private placement.  The total current outstanding shares are 20,000,000.  
Thorsden incurred approximately $68,000 in transaction costs associated with 
the private placement and has recorded these against equity.

   
The marketable securities described above are available for sale and comprise 
3,000 shares of common stock of Eurogas Corp. ("EUGS") and 163,922 shares of 
Interjet Net Corp. ("IJNT").  At December 31, 1997, the last sale prices of 
these securities as reported by the over-the-counter ("OTC") electronic 
bulletin board were $6.75 and $4.25 per share, respectively.  Shares traded in 
the OTC market are characterized by volatile changes in price 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 holdings or to realize the values shown above.  This may in turn have an 
adverse effect on the Company's operations.
    
Interest income is all bank interest.
<TABLE>
<CAPTION>
 
Cash and cash equivalents includes:
                                       December 31, 1997  March 31, 1997
                                       -----------------  --------------
<S>                                    <C>                <C>
     Cash and Bank                              $797,226              $0
     Certificates of Deposit                    $102,861               0
                                                --------              --
     Total                                      $900,087              $0
                                                ========              ==
</TABLE>

The certificates of deposit mature in December 1998 and November 1999. These 
are held jointly with First Security Bank, Salt lake City, as guarantee for 
payment of office rent and equipment leases.

                                      -6-
<PAGE>
ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

            PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO 
BE COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE 
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (THE "1995 ACT"). 
SHAREHOLDERS AND PROSPECTIVE SHAREHOLDERS SHOULD UNDERSTAND THAT SEVERAL 
FACTORS GOVERN WHETHER ANY FORWARD-LOOKING STATEMENT CONTAINED HEREIN WILL BE 
OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD CAUSE ACTUAL RESULTS TO 
DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE FORWARD-LOOKING 
STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, 
INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND THE FUTURE 
ECONOMIC PERFORMANCE OF THE COMPANY.  ASSUMPTIONS RELATING 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 
CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS 
UNDERLYING THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY 
OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO 
ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD-LOOKING 
STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE AND 
BUSINESS DEVELOPMENTS, THE IMPACT OF WHICH 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 SIGNIFICANT 
UNCERTAINTIES INHERENT IN THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN, THE 
INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY 
THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY 
WILL BE ACHIEVED.

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.

                                    GENERAL

The Thorsden Group, Ltd. (the "Company") is a Delaware corporation organized 
in 1992 for the purpose of seeking and acquiring business opportunities.  In 
October  1997, the Company merged with Arkona, Inc., a Utah corporation in a 
reverse triangular merger, accounted for as a purchase.  Arkona's predecessor, 
Arkona LLC, a limited liability company was founded in September 1996. Since 
the merger, the Company has continued the business of Arkona, which is as 
follows:

DISTRIBUTED COMPUTING
---------------------

For more than a decade, the computer industry has been striving to extend the
value of stored information from large enterprise systems to networked desktop
computers. Networked computing allowed corporations to empower knowledge 
workers by giving them direct control of information and applications - 
productivity skyrocketed. In recent years, the Internet has allowed companies 
to extend the scope and value of their networks even further. Members of the 
Internet's "connected" community can obtain a wide variety of corporate data. 
Finally, a third iteration of the theme is quietly but forcefully gaining 
momentum.

Information access is once again being extended further than ever before -
this time to a wave of mobile, disconnected, and geographically distributed 
employees, partners, and customers. Organizations that take advantage of this 
third wave can finally apply corporate knowledge at its final and most 
critical destination - the customer point of service.

INTELLIGENT SYNCHRONIZATION
---------------------------

Arkona's unique software solutions are helping to bring about this 
"Distributed" information wave by extending a business's most critical 
information and applications - large knowledge databases. These databases are 
monolithic in size and complexity making them inherently poor applications for 
mobile workers such as field sales and service representatives.

When field personnel visit customers for sales or service calls, it is 
paramount that they arrive with all pertinent customer information, including 
detailed information on products, pricing, contracts, and any other 
information which might affect the customer. The great challenge is that this 
kind of structured information is ideally suited for large corporate databases 
and workhorse computers. To make matters worse, the information is rarely 
stored in a single repository. The result is a complex computing environment 
difficult to mobilize for field service professionals.

Surprisingly, this simple requirement of efficiently extracting information 
from larger, disparate databases and seamlessly synchronizing it upon check in 
from the field is a struggle that costs corporations millions in lost 
knowledge capital, lost sales, and lost customers. This challenge represents 
enormous waste and frustration both for corporations and their customers. The 
need to resolve this dilemma was the genesis of Arkona's software solutions.  
Instead of aiming to displace large corporate databases, which function very 
well at the home office where there is ample computing power, Arkona extends 
the value of these databases by cleanly extracting mission critical 
information for point of service use. And Arkona's software maximizes existing 
software investments by working equally well with any of the widely used 
database systems including Oracle, Sybase, Informix, PeopleSoft, BAAN, SAP, 
Microsoft, and others.

HOW THE CUSTOMER BENEFITS
-------------------------

Arkona's products and services help customers to:

OPTIMIZE SYNCHRONIZATION OF DATA AND APPLICATIONS: Arkona's Universal Update  
technology optimizes the process of synchronizing distributed and mobile data 
sources. The Universal Update Server reduces bandwidth requirements by  
distributing and reconciling only incremental differences between client and 
server data sources. Administrators may also define profiles for individual 
users, groups, or other servers. Information is customized and distributed 
based on business logic stored in the user profile. 

REDUCE THE HIGH COST OF INFORMATION AND APPLICATION UPDATES: Arkona's 
synchronization solutions eliminate data "snapshots" mailed to the field,  
costly downtime for application updates, and time consuming support of remote 
installation procedures. Arkona's technology allows customers to simply, 
inexpensively and securely update and synchronize critical information and 
distributed applications. 

SIMPLIFY THE DELIVERY OF INFORMATION: End-users can update information and
applications with the click of a button, avoiding data/application 
reconciliation problems.

PROFIT FROM FLEXIBLE SYNCHRONIZATION SOLUTIONS: True object design and 
reusable code libraries allow Arkona to quickly and efficiently create proven 
synchronization solutions to a customer's exact specifications. Arkona's  
custom solutions take advantage of multiple data sources, data types, OS  
platforms, and various mobile devices.

LEVERAGE AND REVITALIZE LEGACY SYSTEMS: Arkona's custom solutions easily  
integrate with existing corporate information and knowledge systems. Arkona 
designs distributed applications that extend a company's information system  
investments instead of replacing them.

ARKONA'S SOLUTIONS
------------------

Universal Update(TM)

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

Arkona OnSite(TM) Field Service

Arkona OnSite Field Service is Arkona's first vertical solution, designed 
specifically for field service engineers. Arkona OnSite gives field service 
engineers access to critical customer, product, and inventory information even 
when disconnected at the customer's site. 

Arkona OnSite(TM) Publisher

Arkona OnSite Publisher is currently being designed in collaboration with an 
Arkona solution provider.  Arkona OnSite Publisher will allow large reference 
publishers to virtually eliminate production and distribution of CD ROM 
publications in favor of on-line distribution. Electronic titles will be 
synchronized automatically with publisher archives and placed directly into a 
subscribers own electronic library solution. The first implementation will be 
released to large legal publishers and law firms. 

RESULTS OF OPERATIONS
---------------------

Quarter Ended December 31, 1997

Revenues for the quarter ended December 31, 1997 were $10,959, compared to $0 
for the comparable quarter in 1996.  Cost of revenues totaled $249,818 in the 
quarter ended December 31, 1997, compared to $26,402 in the quarter ended 
December 31, 1996.  The 1997 expenses included $55,062 in research and 
development expense compared to $5,716.  The increased expenses in 1997 
reflect the addition of personnel and costs associated with the merger of the 
Company with Arkona.  The Company had $11,344 in interest income during the 
quarter ended December 31, 1997 compared to $71 in the same period of 1996.  
The net loss for the quarter was $227,515 (or $.01 per share) compared to a 
loss $32,047 (or $.08 per share) in 1996. 

Following the successful completion of the merger management's focus for the 
third quarter was to ensure the recruitment of the core team necessary for the 
success of the Company.  Management believes it has made progress in securing 
key engineering talent in a very competitive and tight marketplace.  This will 
be an ongoing task in successive quarters.
   
Revenues for the quarter were primarily related to an ongoing service contract 
with a single customer (OEC Medical Systems, Inc. - "OEC") and cost of sales 
reflects the costs associated with delivery of these services.  The Company is 
currently bidding for a number of projects utilizing its core technologies and 
expects to report successes in subsequent quarters.
    
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 Company's primary marketing focus for the quarter was to establish the 
Company's identity in the marketplace and to build a secure platform for 
future growth.  During the nine and three months ended December 31, 1997, the 
Company provided support services for OEC pursuant to a written agreement.  
The Company has entered into a license agreement with this same customer 
pursuant to which the Company has agreed to pay a royalty to OEC on revenues 
generated from the licensing or use of a software product developed by Arkona 
in 1997 under an agreement with OEC.  The royalty will be an amount equal to 5 
percent of net revenues until OEC has recovered the amount paid to Arkona to 
develop the product ($125,000), 2 percent of net revenues thereafter until OEC 
has recovered twice the amount of its payments to Arkona and 1 percent of 
revenues thereafter.  No royalties have been paid by the Company to date under 
this arrangement.
    
During the three months ended December 31, 1997, the Company completed a 
private placement of its Common Stock, generating gross proceeds of $2,000,000 
in cash and marketable securities.  The Company funded its operations during 
the period with the proceeds of this offering.  Capital spending of $113,267 
was primarily for computer and related equipment used in the Company's 
operations.  During the nine months ended December 31, 1997, the Company's 
operating activities used $141,778 of cash. 

Research and development expenditures totaled $55,062 during the three months 
ended December 31, 1997.  The Company expects that research and development 
expenditures will continue to increase during the next 12 months as 
development of existing and new products continues.  It is expected that new 
personnel in the research and development area will increase these expenses by 
approximately 5% in the fourth quarter. 

Nine Months Ended December 31, 1997 Compared With Nine Months Ended December 
31, 1996 

The Company had no revenues or business activity prior to the merger with 
Arkona.  Since the completion of the merger in October 1997, the primary focus 
of management was to recruit a core team of personnel for various aspects of 
the Company's business.  It is expected that additional employees will be 
needed to complete planned product development during the balance of calendar 
1998. 
   
During the nine months ended December 31, 1997, the Company had revenues of  
$135,958 compared to no revenues in the comparable nine-month period ended 
December 31, 1996.   All operating revenues for the period were generated from 
the sole customer of the Company, OEC.
    
Research and development costs for the nine months ended December 31, 1997 
totaled $73,263, compared to $5,716 during the same period in 1996.  
Marketing, general and administrative expenses were $227,209 for the nine 
months ended December 31, 1997, compared to $26,458 for the nine months ended 
December 31, 1996.  All of these amounts relate to Arkona's activity to 
develop and market its software products. 

Interest income was $11,513 for the nine months ended December 31, 1997 and 
resulted from the investment of the Company's cash proceeds from the sale of 
its Common Stock. 

The net loss for the period totaled $153,852, compared to a net loss of 
$32,103 for the nine months ended December 31, 1996.  The net loss applicable 
to common shares was $.01 per share for the nine months ended December 31, 
1997 compared to $.08 per share in the same period one year ago. 
 
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At December 31, 1997, the Company had cash and cash equivalents of $1,740,697, 
as compared to cash and cash equivalents of $11,614 as of March 31, 1997.  
Cash and cash equivalents include certificates of deposit held with First 
Security Bank, Salt Lake City, Utah, as a guarantee for payment of office rent 
and equipment leases. 
   
The Company also held marketable securities available for sale at December 31, 
1997.  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 consideration in the private placement of the Company's common 
stock in October 1997.  They are comprised of 3,000 shares of common stock of 
Eurogas Corp. ("EUGS") and 163,922 shares of Interjet Net Corp. ("IJNT").  At 
December 31, 1997, the last sale prices of these securities as reported by the 
over-the-counter ("OTC") electronic bulletin board were $6.75 and $4.25 per 
share, respectively.  Shares traded in the OTC market are characterized by 
volatile changes in price 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 holdings or to realize the values shown 
above.  This may in turn have an adverse effect on the Company's operations.
    
Management believes that the cash available to the Company from the recently 
completed private placement 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, it may be required 
to seek additional funding through the sale of its securities or through 
borrowing. Presently the Company does not have an established bank line of 
credit or similar facility.

<PAGE>
OUTLOOK
-------

This section contains forward-looking statements, all of which are based on 
current expectations.  The purpose of this section is to inform shareholders 
of anticipated developments in the Company.  The reader is cautioned that 
because of certain risks applicable to the Company's business and to the 
industry in which the Company operates, actual results may vary from those 
anticipated by the Company.  Such risks and related factors may include, but 
are not limited to, potential financial and other effects of future 
acquisitions, one-time charges and related operational risks associated with 
such transactions, moves into new market segments and the cost of managing 
growth of the business, business and economic conditions and growth of the 
Company's target market segments and of the economy generally, changes in 
customer order patterns, including timing of project initiation and 
completion, competitive factors, timing of the release of new products, and 
possible litigation involving intellectual property matters.

The Company's corporate launch will be held at the upcoming Java-One 
Conference in San Francisco in March 1998, at which time it will describe its 
offerings and product portfolio.  This will be the first time the Company's 
potential customers and competitors will be aware of the Company's 
capabilities and strategies.  This is Sun Microsystems' premier event of the 
year for its Java users and represents a significant opportunity to increase 
the Company's visibility in the industry. 

The Company expects earnings in the fourth quarter of the fiscal year to be 
relatively flat, as the Company continues its marketing efforts.  Orders 
written during the fourth quarter will not produce revenues until the next 
fiscal year. The Company intends to continue its focus on products related to 
the mobile worker, but will also be exploring opportunities in related 
fields.  
   
Recent Sales of Unregistered Securities
---------------------------------------

During the quarter ended December 31, 1997, the Company conducted a private 
offering of its common stock.  The shares issued in the offering were 
restricted shares and were offered and sold pursuant to exemptions from 
registration under the Securities Act of 1933, as amended, including the 
exemptions under Section 4(2) and Regulation D, promulgated under the Act.  
The purchasers in the offering were accredited investors as that term is 
defined under Rule 501 of Regulation D and a limited number of persons known 
to the Company or who represented to the Company 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 
offering was completed at the time of the merger of the Company with Arkona 
and resulted in the receipt of gross cash proceeds to the Company of 
approximately $1,159,390 and the securities held for sale described above.  A 
total of 4,000,000 shares were issued in the private placement.
    
<PAGE>
                         PART II.    OTHER INFORMATION

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Subsequent to the end of the period covered by this report, in January 1998, 
the Board of Directors approved an amendment to the Certificate of 
Incorporation of the Company, increasing the authorized shares of the Company 
to 50,000,000 shares of Common Stock and 10,000,000 shares of Preferred 
Stock.  This change has been approved by consent of 70% of the outstanding 
shares of the Company's Common Stock and the Company will notify the remaining 
shareholders of this change in due course.

In October 1997, the Company merged with Arkona.  A new board of directors was 
appointed as a consequence of the merger and with the issuance of shares in 
the merger, the Company underwent a change of control.  The Company filed a 
Current Report on Form 8-K to report this change and to identify the new 
directors and officers of the Company. Those new directors and officers are: 
 
     John Blumenthal, 36, President and Director.  Mr. Blumenthal has worked 
in the information technology industry for more than 12 years, much of that 
time as a software engineer and architect for Deutsche Bank AG in New York. He 
has also been a software engineer with RasterOps and has provided independent 
consulting services in the field for US West and Micron.  In 1994 he was 
employed by Veritas Software to lead technical development in that company's 
Far East and South American operations.  He was instrumental in positioning 
the Veritas product line in the Internet marketplace.  He has also served as 
an advisor to the US House of Representatives Subcommittee on Technology 
concerning US encryption export laws.  He has a BA degree from Columbia 
University in New York.

     Stephen Russell, 45, Vice President Finance, Chief Financial Officer and 
Director.  Mr. Russell has a BS in Physics and Mathematics from the University 
of Glasgow in Scotland.  He is a Chartered Accountant and a graduate of the 
International Advanced Management Program from The International Institute for 
Management Development in Lausanne, Switzerland.  Mr. Russell worked as a 
senior manager for Price Waterhouse in Glasgow, London and Seattle prior to 
joining Digital Equipment Corporation where he served as the CEO of a Digital 
UK, a subsidiary in London and European Product Finance Manager in Geneva, 
Switzerland. 

     John Zollinger, 29, Vice President Engineering, Chief Technical Officer 
and Director.  Mr. Zollinger has been involved in the software engineering 
industry for more than 10 years.  He was previously employed by Moore Business 
Communications Services, where he designed, implemented and deployed a calling 
card order fulfillment system that allowed AT&T to launch a new successful 
business unit.  He was also a consultant to EOTT Energy Partners.

     Tim Kapp, 28, Vice President Marketing and Director.  Mr. Kapp holds a BA 
in Economics and Econometric Modeling and an MBA from Brigham Young 
University.  He was Senior Market Research Analyst for Folio Corporation and 
served as Product Marketing Manager most recently.  He has also served as a 
member of the Internet Engineering Task Force, the SGML Open Consortium, and 
as a representative to the W3C Internet standards body. 

     Gary Wright, 36, Director of Product Marketing and Director.  Mr. Wright 
has a BS in Business Administration from the University of Utah.  He was an 
original founding member of CAAMS, Inc. in Salt Lake City, Utah.  Mr. Wright 
was Divisional Manager for RasterOps, Inc. and was employed by Serius 
Corporation as Vice President.  Most recently Mr. Wright was International 
Product Marketing Manager for Folio Corporation. 

     Dave Valenti, 43, Director of Business Development, is a physician at a 
Level 1 Trauma Center in Salt Lake City, Utah.  He holds a BS in Engineering 
Science from Arizona State University and an MD from the University of 
Arizona. He is board certified in Internal Medicine and Emergency Medicine and 
is a Fellow of the American College of Emergency Physicians.

     Jeff Barlow, 34, Vice President Technical Operations and Director. Mr. 
Barlow has a BS in Business Administration, Production Management from Utah 
State University and has been involved in the software development industry 
for more than a decade.  Mr. Barlow was previously employed by Wescor, inc., a 
Utah-based high technology medical device development and manufacturing 
company.

     Martin Alfred, 38, Director of Operations, Secretary and Director. Mr. 
Alfred has a BS in Business Administration from Valparaiso University. Prior 
to joining the Company, Mr. Alfred was a partner in a company located in 
Denver, Colorado. 

     Bruce Baird, 42, Corporate Counsel and Director.  Mr. Baird has a BS in 
Economics and a JD from the University of Utah.  For nearly 20 years he has 
been engaged in private practice of law in Salt Lake City, Utah. 

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits
         --------
   
        10.1 Agreement with OEC
        10.2 Service Agreement with OEC
        10.3 Form of Employee Confidentiality, Work Product and
             Non-competition Agreement

        27   Financial Data Schedule (previously filed)
    
    (b)  Reports on Form 8-K
         -------------------

         On October 29, 1997, the Company filed a Current Report on
         Form 8-K (subsequently amended on December 22, 1997), to report
         the merger with Arkona.
<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.


                                    THE THORSDEN GROUP, LTD.
                                    ------------------------
                                    (Registrant)



Date: May 6, 1998                   /s/ John Blumenthal
                                    ----------------------------------------
                                    John Blumenthal, Chief Executive Officer

 

Date: May 6, 1998                   /s/ Stephen Russell
                                    -----------------------------------------
                                    Stephen Russell, Chief Financial Officer
                                    and Controller (Principal Financial and
                                    Accounting Officer)