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 September 30, 2000

                                       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 as specified in its charter)


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


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




                      10542 South Jordan Gateway, Suite 200
                            South Jordan, Utah 84095

              (Address of principal executive offices and Zip Code)

                                 (801) 501-7100

              (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 September 30, 2000, there were issued and outstanding 23,959,745 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................................................3

         Item 1.  Financial Statements........................................3

         Item 2.  Management's Discussion and Analysis or Plan of Operation...8



Part II. Other Information...................................................20

         Item 2.  Changes in Securities and Use of Proceeds..................20

         Item 5.  Other Matters..............................................20

         Item 6.  Exhibits and Reports on Form 8-K6..........................21



                                       2
<PAGE>


                                     PART I

ITEM 1--FINANCIAL STATEMENTS

                            SUNDOG TECHNOLOGIES, INC.

                          (A Development Stage Company)
<TABLE>
<CAPTION>

                                                           September 30     March 31
                                                              2000            2000
                                                           -----------    -----------
<S>                                                        <C>            <C>
ASSETS
    Current Assets
        Cash and Cash Equivalents                               70,373        489,297
        Marketable Securities                                    1,410          3,360
        Accounts Receivable                                     72,198             --
        Prepaid Expenses                                        19,000          9,512
        Inventory                                               19,603         14,803
                                                           -----------    -----------
    Total Current Assets                                       182,584        516,972
                                                           -----------    -----------
    Equipment                                                  418,989        339,012
        Less: Accumulated Depreciation                        (222,242)      (152,805)
                                                           -----------    -----------
    Equipment, Net                                             196,747        186,207
                                                           -----------    -----------
    Other Assets
        Deposits                                                16,618         16,618
        Investment in Qui Vive                                      --        920,811
        Marketable Securities                               16,412,000             --
        Intangible Assets, net amortization                     45,991         45,270
                                                           -----------    -----------
    Total Other Assets                                      16,474,609        982,699
                                                           -----------    -----------
TOTAL ASSETS                                                16,853,940      1,685,878
                                                           ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
        Accounts Payable                                     1,176,635        206,477
        Accrued Liabilities                                     68,495         73,902
        Loan from officer                                      100,000             --
        Deferred Income on Maintenance Contracts                   750          1,500
        Deferred Tax Liability                              11,806,131             --
        Current Portion of Capital Leases                        9,652         15,555
        Net current liabilities of discontinued segment             --        460,449
                                                           -----------    -----------
    Total Current Liabilities                                6,976,279        757,883
       Capital Lease Obligations, net of current portion        12,108         14,988
       Net long-term liabilities of discontinued segment            --        187,658
                                                           -----------    -----------
Total Liabilities                                            6,988,387        960,529
Minority interest in discontinued operations                        --      1,338,429
Stockholders' Equity
    Common Stock                                                23,960         23,826
    Additional paid in Capital                              15,109,041     14,147,648
    Unearned Compensation                                   (5,113,750)    (5,443,750)
    Accumulated unrealized loss on investment
        securities available for sale                      (15,875,492)       (13,582)
    Retained Earnings (Deficit)                              9,536,410     (9,327,222)
                                                           -----------    -----------
Total Stockholders' Equity                                   9,865,553       (613,080)
                                                           -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  16,853,940      1,685,878
                                                           ===========    ===========
</TABLE>



       SEE NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                       3
<PAGE>


                            SUNDOG TECHNOLOGIES, INC.

                          (A Development Stage Company)

            Unaudited Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                   Six Months Ended             Three Months Ended        From Inception
                                                                                                          June 11, 1992
                                             Sept 30, 2000  Sept 30, 1999  Sept 30, 2000  Sept 30, 1999  to Sept 30, 2000
                                              -----------    -----------    -----------    -----------    -----------
<S>                                           <C>            <C>            <C>            <C>            <C>
Net Revenues                                       72,133         16,197         29,932         10,508        337,546

Costs and Expenses:
  Cost of Sales                                     3,352         25,700          1,673         14,158        102,343
  Research and Development                        285,144      1,053,036        144,721        498,091      2,024,389
  Marketing, Admin & Sales                      1,514,952      1,410,723        746,120        710,971      4,781,960
  Recog. of deferred compensation                 925,000           --             --             --        2,432,500
                                              -----------    -----------    -----------    -----------    -----------
Operating Costs and Expenses                    2,728,448      2,489,459        892,514      1,223,220      9,341,192
                                              -----------    -----------    -----------    -----------    -----------

Operating (Loss)                               (2,656,315)    (2,473,262)      (862,582)    (1,212,712)    (9,003,646)

  Gain on disposal of segment                  21,531,554           --             --             --       21,531,554
  Loss from discontinued operations            (3,065,557)
  Interest Income                                   4,299         27,555            190          7,445        110,118
  Interest Expense                                (15,753)        (3,778)       (14,866)        (1,725)       (31,839)
  Other Expense                                      (152)          --             (152)          --             (440)
  Other Income                                       --             --             --             --              289
  Loss on sale of securities avail for sale          --             --             --             --           (4,068)
                                              -----------    -----------    -----------    -----------    -----------
Net Income (Loss)                              18,863,633     (2,449,485)      (877,410)    (1,206,992)     9,536,411
                                              ===========    ===========    ===========    ===========    ===========

Basic Net Income (Loss) per share                    0.79         (0.109)         (0.04)        (0.054)          --
                                              -----------    -----------    -----------    -----------    -----------
Weighted average number
Of Shares Outstanding                          23,919,201     22,560,234     23,919,201     22,560,234           --
                                              -----------    -----------    -----------    -----------    -----------
Diluted Net Income
(Loss) per share                                     0.76             --          (0.04)            --           --
                                              -----------    -----------    -----------    -----------    -----------

Weighted average
  diluted shares                               24,785,451             --     24,785,451             --           --
                                              -----------    -----------    -----------    -----------    -----------

</TABLE>



       SEE NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       4
<PAGE>


                            SUNDOG TECHNOLOGIES, INC.

                          (A Development Stage Company)

            Unaudited Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                             Six Months Ended            Three Months Ended
                                                                  30-Sep                       30-Sep
                                                           2000           1999          2000            1999
                                                       -----------    -----------    -----------    -----------
<S>                                                     <C>            <C>           <C>            <C>
Cash Flows (used by) Operating Activities:
    Net (Loss)                                          18,863,633     (2,449,485)      (877,410)    (1,206,992)
    Adjustments to reconcile net income to
    net cash used for operating activities:
        Depreciation and Amortization                       72,923         42,210         38,136         23,151
    Changes in Assets and Liabilities:
        Gain on disposal of segment                    (21,531,554)          --             --             --
        Compensation from option grants                    925,000           --             --             --
        Changes is assets and liabilities:
             Accounts Receivable                           (72,198)        46,954        (29,833)         1,498
             Prepaid Expenses                               (9,488)        (9,344)         9,793         14,645
             Inventory                                      (4,800)          --            2,564           --
             Accounts Payable                              870,158         13,306        747,644        (13,610)
             Accrued Liabilities                            (6,156)        88,030          8,950         86,820
                                                       -----------    -----------    -----------    -----------
Net Cash (Used By) Operating Activities                   (892,482)    (2,268,329)      (100,156)    (1,094,488)
                                                       -----------    -----------    -----------    -----------

Cash Flows (Used for) Investing Activities:
    Additions to Equipment                                 (79,977)       (93,289)        (8,904)       (11,470)
    Lease Deposits                                            --           (2,742)          --           (1,379)
    Patent Costs                                            (4,207)       (20,654)        (3,569)       (10,315)
                                                       -----------    -----------    -----------    -----------
Net Cash Used for Investing Activities                     (84,184)      (116,685)       (12,473)       (23,164)
                                                       -----------    -----------    -----------    -----------

Cash Flows Provided By Financing Activities:
    Proceeds from Issuance of Common Stock                 466,526        254,834        115,000         60,000
    Loan from officer                                      100,000           --           50,000           --
    Increase in Lease Obligations                           (8,784)       (23,263)        (4,555)       (11,796)
                                                       -----------    -----------    -----------    -----------
Net Cash Provided By Financing Activities                  557,742        231,571        160,445         48,204
                                                       -----------    -----------    -----------    -----------

                                                       -----------    -----------    -----------    -----------
Net Increase/(Decrease) in Cash and Cash Equivalents      (418,924)    (2,153,443)        47,816     (1,069,448)
                                                       -----------    -----------    -----------    -----------

Beginning Cash Balance                                     489,297      2,215,620         22,557      1,131,625

                                                       -----------    -----------    -----------    -----------
Ending Cash Balance                                         70,373         62,177         70,373         62,177
                                                       ===========    ===========    ===========    ===========
</TABLE>



       SEE NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       5
<PAGE>


                            SUNDOG TECHNOLOGIES, INC.

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED

                              FINANCIAL STATEMENTS

Note 1 Basis of Presentation

The  Company has  prepared  the  accompanying  condensed  financial  statements,
without  audit,  according to the  applicable  regulations of the Securities and
Exchange  Commission.  Certain information and disclosures  normally included in
financial   statements  prepared  according  to  generally  accepted  accounting
principles  have been  condensed  or  omitted.  The  Company  believes  that the
following disclosures are adequate and not misleading. These unaudited condensed
financial  statements  reflect  all  adjustments   (consisting  only  of  normal
recurring  adjustments) that, in management's  opinion, are necessary to present
fairly the  financial  position and results of operations of the Company for the
periods  presented.  It is suggested that these  unaudited  condensed  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, 2000, as amended.

Note 2  Concentration

The Company is still in the development stage, and its revenues to date are from
fewer than 10 customers.

Note 3  Equity

During the six months ended  September  30,  2000,  the Company  issued  198,263
shares of common  stock at an  average  price of $1.77 per  share,  as  follows:
75,000 were  issued for cash,  93,263 were  issued in  connection  with  warrant
exercises, and 30,000 were issued in connection with option exercises.

Note 4  Sale of Qui Vive

On March 31, 2000, the Company entered into an Amended and Restated  Acquisition
Agreement (the "Acquisition  Agreement") with Envision,  QV Acquisition Co., and
Rock Mountain Ventures Fund, LP. Pursuant to the Acquisition Agreement, on April
7, 2000,  we  transferred  to Envision all of our interest in QV in exchange for
1,492,000  shares of  Envision  common  stock.  These  shares  are  subject to a
contractual covenant prohibiting the sale of such stock in the open market until
after  October 7, 2001.  We are permitted to sell such shares in large blocks in
privately negotiated transactions.  However, because any acquirer must take such
shares subject to the prohibition on sale until after October 7, 2001, we expect
interest in acquiring  our  Envision  shares to be limited and that the purchase
and sale price in any such transaction  would be at a significant  discount from
current market prices.  Even after all  contractual  restrictions on the sale of
our shares of Envision common stock have expired, such shares may continue to be
"control  securities"  and may not be resold  except  pursuant  to an  effective
registration  statement or pursuant to the  so-called  "leak out"  provisions of
Rule 144 promulgated under the Securities Act.


                                       6
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED

                              FINANCIAL STATEMENTS

Note 5  Investment in Envision Development Corporation

On April 7, 2000, Envision's common stock had a market value of $66.25 per share
as quoted by the American  Stock  Exchange.  Due to the following  factors,  the
value of  Envision's  common stock has been  discounted to a price of $21.63 per
share in order to more accurately reflect the value of the transaction described
in note 4 above.

Sundog  contractually  agreed to an 18 month lock out on the stock it  received.
Therefore,  the Envision  Development common stock can not be sold in the public
market until after October 7, 2001.

Envision Development common stock has experienced extreme volatility. The quoted
price was  $20.50 in  January  2000,  rising to a high of $72 on May 3, 2000 and
then dropping to $11 by September 30, 2000.

The Company owns a large block of  Envision's  common  stock with its  ownership
percentage at approximately 19%.

In addition to the Company owning a large block,  the trading volume of Envision
common stock traded is very low.

The Company received minimal  registration  rights. The Company has been granted
piggy-back rights on only 20 percent of it's holding.

On the day the Company  signed the letter of intent to the sale of Qui Vive, the
value of Envision's stock was $21.63 per share.

Taking  these  factors  into  consideration,  and based upon  consultation  with
appraisal  advisiors,  management  believes  that a $21.63 per share  value most
fairly reflects the value of the transaction.

As of  September  30,  2000  Envision  Development's  stock price had dropped to
$11.00 per share.  Therefore an appropriate adjustment to the value of the stock
on the Company's balance sheet has been made to reflect the drop in value. As of
the filing date of this quarterly  report,  the value of Envision's common stock
had dropped to $2.56 per share.

Use of Our Shares of Envision common stock.

In the near-term,  we intend to use our shares of Envision  common stock to help
fund our  operations.  In light of the  restrictions  on resale  imposed  by the
securities  laws and the  contractual  restriction  prohibiting  the sale of our
shares of Envision  common stock on an exchange  until after October 7, 2001, we
do not intend to sell our shares of Envision common stock in the market.

The Company intended to use the Envision common stock as collateral in obtaining
a loan.  We would expect to repay such loan with  proceeds  from the sale of the
Envision common stock when the restriction period has passed.  However, to date,
despite having  obtained  written  commitments  from various  parties to provide
financing  using the Envision  common stock as  collateral,  the Company has not
been able to consummate any such transaction, primarily due to the volatility in
the price of the Envision stock and the  uncertainties  surrounding the Envision
as a company.


                                       7
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

OVERVIEW

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

On June 5, 1998, we formed a new subsidiary  called, Qui Vive Inc. ("QV"). QV is
engaged in the  development of e-mail  security  software.  On April 7, 2000, we
sold  our  interest  in  QV  to  Envision  Development  Corporation,  a  Florida
corporation  ("Envision")  in exchange for 1,492,500  shares of Envision  common
stock.

Recent Events

       Ensign  Acquisition.  As discussed in "Item 5. Other Events," on November
9, 2000, the Company issued 3,000,000 shares of its common stock in exchange for
substantially  all of the assets of Ensign  Information  Systems,  a  Utah-based
developer  of  hosted  business   processes   applications  for  the  automotive
dealership market  ("Ensign").  Ensign's principal product is a non-proprietary,
modular  software  solution  that helps  integrate  all of a company's  critical
business  functions,  such as finance,  accounting,  sales,  service,  portfolio
management and human resources.  Ensign's product is offered as a shrink-wrapped
license or as an ASP service, utilizing IBM as the platform provider. The Ensign
solution is  integrated  with a real-time  retail Web presence and an e-business
solution on both fronts--retail and B2B.

We believe that this acquisition  brings to Sundog an expanded customer base and
highly  skilled  technical  people that can continue to keep our products on the
cutting edge of technology.  We hope to set new standards by offering  solutions
that combine the capabilities of both Sundog's Universal Update(TM) product line
and  Ensign's  back office  software to create  applications  that  mobilize the
workforce with the information they need to be more  competitive  using handheld
devices.  We also hope to expand Ensign's ASP model to a broader base of clients
who need to integrate their business but previously could not afford to do so.

       Repurchase of Shares. In addition, in order to facilitate the acquisition
of Ensign,  the Company  re-purchased  987,500  shares of its common  stock from
certain key  shareholders at the purchase price of $0.01 per share. In addition,
the Company expects key  shareholders to re-sell an additional  2,400,000 shares
of Company common stock to the Company at a price of $.01 per share. As a result
of such  repurchases,  the Ensign  acquisition  probably will not be dilutive to
existing shareholders.

Results of Operations-- Three Months and Six Months Ended September 30, 2000 and
1999

Revenues  for the quarter  ended  September  30, 2000 were  $29,932  compared to
$10,508 for the quarter ended  September  30, 1999.  Revenues for the six months
ended September 30, 2000 were $72,133 compared to $16,197 for the same period in
1999. The increase in revenue is due to increased sales of Universal Update, the
Company's data base product.  Operating expenses totaled $892,514 in the quarter


                                       8
<PAGE>


ended  June  30,  2000  compared  to  $1,223,220  for the same  period  in 1999.
Operating  expenses  for  the  six  months  ended  September  30,  2000  totaled
$2,728,448  compared  to  $2,489,459  for the same  period  in  1999.  Operating
expenses  for the six months  ended  September  30, 2000  included  $285,144 for
research and  development,  $1,514,952 for selling,  general and  administrative
expenses and $925,000 for deferred  compensation.  This compares to  $1,053,036,
for research  and  development  expenses,  $1,410,723  for selling,  general and
administrative  expenses  and no  deferred  compensation  for the same period in
1999. The increased expenses in 2000 are due primarily to deferred  compensation
associated with options granted at an exercise price below fair market value and
costs for the promotion of the Company's data-base product.  The Company expects
expenditures  to  increase in all areas of its  business  during the next twelve
months as  development  and  promotion of existing  and new products  continues,
assuming available working capital.

The Company had $190 in interest  income during the quarter ended  September 30,
2000,  compared to $7,445 for the same period in 1999.  For the six months ended
September  30, 2000 the  Company  had $4,299 in  interest  income as compared to
$27,555 for the same period in 1999.  The decrease in interest  income is due to
decreased cash balances maintained by the Company in banks. The net loss for the
Quarter ended September 30, 2000 was ($877,410) or $.04 per share, compared to a
loss of  ($1,242,493)  or ($.06)  per share for the same  quarter  in 1999.  The
decrease in the loss was due to a decrease in  operating  expenses.  For the six
months ended  September 30, 2000 net income was $18,863,633 or $.76 per share as
compared  to a loss of  ($2,449,485) or ($.11) per share for the same  period in
1999. Net income for the six months ended  September 30, 2000 is attributable to
the shares of Envision  common stock received in connection with the sale of the
Company's  interest in QV on April 7, 2000. The shares of Envision  common stock
received by the Company in such  transaction  are subject to significant  resale
restrictions.  In addition, the market price for such shares is volatile and has
declined substantially during the last six months.

When options are granted below the market value,  the Company  records  deferred
compensation in the equity section of its balance sheet. As the options vest the
Company  recognizes the  compensation  expense.  Deferred  compensation  for the
quarter ended September 30, 2000 was $62,500 due to 50,000 options granted below
market  value.  There  was no  amortization  of  deferred  compensation  expense
recognized  for options  that vested  during the quarter due to the fact that no
options vested during the quarter.

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.

Liquidity and Capital Resources

At September 30, 2000, the Company had cash and cash equivalents of $70,373,  as
compared to cash and cash  equivalents  of $489,297 as of March 31, 2000.  As of
September  30, 2000 and  November  14,  2000,  the Company did not have  working
capital sufficient to meet its short term obligations.

The  Company  has  attempted  to use its  shares  of  Envision  common  stock as
collateral  in obtaining a loan. We would repay such loan with proceeds from the
sale of the Envision  common stock when the  restriction  period has passed.  To
date, however,  despite having obtained written commitments from various parties
to provide financing using the Envision common stock as collateral,  the Company
has been  unable  to  consummate  any  such  transaction,  primarily  due to the
volatility in the price of the Envision stock and the uncertainties  surrounding
Envision as a company.  We do not presently  believe that we will be able to use
the Envision shares directly or indirectly to obtain any capital, at least until


                                       9
<PAGE>


the restrictions on transfer are terminated in October 2001. The Company expects
its revenues to increase as a result of its  acquisition of the assets of Ensign
Information Systems.  Nonetheless, it is unlikely that such anticipated increase
in revenues will be sufficient to fund the  Company's  ongoing  operations.  The
Company  will need to raise  additional  funds to fund our rapid  expansion,  to
develop  new  or  enhance  existing  services  or  products  or  to  respond  to
competitive  pressures.  The Company  cannot provide  assurance that  additional
financing  will be  available  on terms  favorable to it, or at all. If adequate
funds are not available or are not available on acceptable  terms, the Company's
ability to fund its  marketing  and  planned  product  development  programs  or
otherwise respond to competitive pressures would be limited.

The Company  holds  marketable  securities  available  for sale at September 30,
2000.  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,  Inc. ("EUGS").  At September 29, 2000,
the closing sale price of EUGS common stock, as reported by the over-the-counter
("OTC")  electronic  bulletin board,  was $0.46 per share.  Shares traded in the
NASDAQ OTC  markets  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
remaining holdings or to realize values similar to those shown above.

On April 7, 2000, the Company  transferred to Envision all of its interest in QV
in  exchange  for  1,219,500  shares of  common  stock of  Envision  Development
Corporation  (AMEX:  EDV)  delivered  at closing and an agreement by Envision to
issue to  Sundog  another  272,500  shares of  Envision  common  stock  within 2
business days of the approval of such issuance by its shareholders. On September
30,  2000,  the price of Envision  Development  shares as quoted on the American
Stock  Exchange  was $11.00  per share.  Shares of  Envision  Common  Stock have
recently been delisted from the American  Stock  Exchange but are expected to be
traded on the NASDAQ OTC Bulletin Board under the symbol EDVC in near future.

The 1,219,500  shares of Envision common stock we presently own, and the 272,500
shares  of  Envision  common  stock we  expect  to  acquire,  are  subject  to a
contractual  covenant  prohibiting  sale of such stock in the open market  until
after October 7, 2001.  Even after all  contractual  restrictions on the sale of
our shares of Envision common stock have expired, such shares may continue to be
"control  securities"  and may not be resold  except  pursuant  to an  effective
registration  statement or pursuant to the  so-called  "leak out"  provisions of
Rule 144 promulgated under the Securities Act. The recent delisting of shares of
Envision common stock from the American Stock Exchange,  the precipitous decline
of the price of the  Envision  common  stock and the low trading  volume of such
stock may have an  adverse  effect on the  Company's  ability to  liquidate  its
remaining  holdings after all contractual and other restrictions on trading have
been removed.

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,  plans relating to the products
and predictions  regarding 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,


                                       10
<PAGE>


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 risk factors to
consider are the factors identified in the subsection entitled "Factors That May
Affect Future Results" below.

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 marketing
efforts 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.

Factors That May Affect Future Results.

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

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

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


                                       11
<PAGE>


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

We have  incurred  operating  losses  each  year  since our  inception  in 1992.
However, as of September 30, 2000, the Company had accumulated retained earnings
of  approximately  $9,865,553 due to the gain of  $21,531,555  recognized by the
Company on the sale of Qui Vive.  We expect to incur  additional  losses for the
foreseeable  future,  and we expect our losses to increase as our  research  and
development  efforts progress.  Our operating  expenses are expected to increase
because we recently hired a 6 person sales force,  a new management  team and we
plan to hire additional  employees.  We do not expect sales revenues to increase
in  sufficient  amount  during the coming  fiscal  year to offset our  operating
expenses,  and we can provide no assurance  that our revenues will ever be large
enough to offset operating and other expenses. We do not expect to be profitable
in the near future and we may never be profitable.

We may have problems integrating Ensign Information Systems.

On November 9, 2000, the Company  purchased  substantially  all of the assets of
Ensign Information  Systems, a Utah-based developer of hosted business processes
applications for the automotive dealership market ("Ensign"). In connection with
the  transaction,  the Company  also  entered into  employment  agreements  with
Richard  Holland and Blake Nielson,  the founders and principal  shareholders of
Ensign.  We may be unable to integrate  Ensign's  products and technologies into
our  existing  business  operations.  Further,  we may be  unable  to  integrate
Ensign's employees with our existing employees and management structure.

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

We do not presently have working  capital  sufficient to meet our immediate term
obligations.  In addition,  we will need to raise additional capital to fund our
rapid expansion,  to develop new or enhance existing  services or products or to
respond to  competitive  pressures.  If additional  funds are raised through the
issuance of equity or equity-linked securities,  the percentage ownership of our
stockholders  would be reduced.  In addition,  these securities may have rights,
preferences or privileges senior to those of our stockholders.  We cannot assure
that additional financing will be available on terms favorable to us, or at all.
If adequate  funds are not available or are not  available on acceptable  terms,
our ability to fund our marketing and planned  product  development  programs or
otherwise respond to competitive pressures would be significantly limited.

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

Our consolidated  financial statements included in our most recent Annual Report
on Form 10-K have been prepared under the assumption  that we will continue as a
going concern. Our independent public accountants have issued their report dated
June 12, 2000 that includes an explanatory  paragraph stating that our recurring


                                       12
<PAGE>


losses and accumulated  deficit,  among other things,  raise  substantial  doubt
about our ability to continue as a going  concern.  Our product  line is limited
and it has been  necessary  to rely upon  financing  from the sale of our equity
securities  and certain  assets  consisting of marketable  securities to sustain
operations.  Additional  financing  may be  required  if we are to continue as a
going concern.

The market may not accept our software and technologies.

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

We face significant competition from remote access software developers.

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

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

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

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

We regard our intellectual  property as critical to our success,  and we rely on
copyright,  patent and trade secret protection to protect our proprietary rights
in  intellectual  property.  We are currently  pursuing and expect to pursue the
registration  of  copyrights,  patents  and  trademarks  in the  United  States.
Effective  trademark,  copyright,  trade secret or patent  protection may not be
available in every  country in which our products  are or become  available.  We
intend to effect appropriate  registrations  internationally and domestically as


                                       13
<PAGE>


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

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

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

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

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

The 1,219,500  shares of Envision common stock we presently own, and the 272,500
shares  of  Envision  common  stock we  expect  to  acquire,  are  subject  to a
contractual covenant prohibiting the sale of such stock in the open market until
after  October 7, 2001.  We are permitted to sell such shares in large blocks in


                                       14
<PAGE>

privately negotiated transactions.  However, because any acquirer must take such
shares  subject to the same  prohibition on sale until after October 7, 2001, we
would expect  interest in acquiring  our Envision  shares to be limited and that
the purchase and sale price in any such  transaction  would be at a  significant
discount from current market prices.

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

Shares of Envision common stock may be significantly overvalued.

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

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

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

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

We have not experienced product liability claims to date. However,  our products
include programs designed for mission critical  applications,  creating the risk
that the failure or  malfunction of our products may result in serious damage or
loss  and  open us to a claim  for  damages.  While  contract  terms  limit  our
exposure,  there  can also be no  assurance  that a court  would  not rule  such


                                       15
<PAGE>


provisions  to be invalid  or  unenforceable,  or that  changes in the law would
render  such  terms  void or  unenforceable.  A  successful  claim  could have a
material adverse effect on our operations and finances. Furthermore, the cost of
defending against a claim, even  successfully,  could be material and could have
an adverse  effect on our  results of  operations  and an adverse  effect on the
marketing of our products.

There is a limited  market  for our  common  stock,  and  investors  may find it
difficult to liquidate their holdings.

Our common stock first began being  quoted on the NASDAQ OTC  Bulletin  Board on
October 23rd,  2000.  Since that date,  both the price and trading volume of our
common stock have been extremely volatile.  Our common stock is held by very few
investors and has a limited trading history. In addition, we are at a very early
stage of development  and do not have  significant  revenues.  In light of these
factors,  the trading,  if any, in our common  stock will likely  continue to be
extremely  limited or non-existent.  Consequently,  an investor may find it more
difficult to dispose of our securities.

The  unpredictability  of our quarterly results of operations makes it difficult
to predict  our  financial  performance.

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

         the rate at which customers  purchase  Sundog's software and the prices
         paid for such software;

         the amount and timing of capital  expenditures and other costs relating
         to the expansion of Sundog's business;

         the introduction of software products by Sundog or its competitors;

         price competition or changes in Internet and computer technology; and

         technical  difficulties  or  economic  conditions  specific to Sundog's
         business.

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

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

Our founders,  most of whom are no longer employed by or affiliated with us, and
a single investor own a majority of our issued and outstanding  common stock. As
a result,  these  stockholders  have substantial  control over matters requiring
approval by our stockholders,  such as the election of directors and approval of
significant corporate transactions. In addition, this concentration of ownership
may also have the effect of delaying or preventing a change in control.


                                       16
<PAGE>


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

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

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

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

There is a limited  public market for our common stock,  and our stock price has
been volatile.

The  market  price of our common  stock,  like that of the  securities  of other
software and high technology  companies,  may be highly  volatile.  Broad market
fluctuations  may  adversely  affect the market price of our common  stock.  Our
stock price may be affected by each of the factors described above, as well as:

         Announcements   by   us   or   competitors   concerning   technological
         innovations,  new  products  or  procedures  developed  by  us  or  our
         competitors;

         The  adoption or  amendment  of  governmental  regulations  and similar
         developments in the United States and foreign countries that affect our
         products or markets specifically or our markets generally;

         Disputes relating to patents or proprietary rights;

         Publicity  regarding  actual or potential  results  relating to product
         candidates under development by us or a competitor;

         Delays in product development;

         Slow acceptance of our products in new or existing markets; and

         Economic  and  other  external  factors,  as well  as  period-to-period
         fluctuations in financial results.


                                       17
<PAGE>

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

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

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

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

Our common stock may be deemed to be a "low-priced stock" and subject to certain
regulatory action that limits or restricts the market for such stock.

Shares of our  common  stock may be deemed  to be "penny  stock,"  resulting  in
increased risks to our investors and certain  requirements being imposed on some
brokers who execute  transactions in our Common Stock. In general, a penny stock
is a an equity security that:

     o   Is priced under five dollars;

     o   Is not traded on a national  stock  exchange  or on NASDAQ  (the NASD's
         automated quotation systems for actively traded stock);

     o   May be listed in the "pink  sheets" or the NASDAQ OTC  Bulletin  Board;
         and

     o   Is issued by a company  that has less than $5  million  dollars  in net
         tangible  assets (if it has been in business  less than three years) or
         has less than $2 million dollars in net tangible assets (if it has been
         in business for at least three years); and

     o   Is  issued  by a  company  that has  average  revenues  of less than $6
         million for the past three years.

Our common stock has a trading price of less than five  dollars,  is not trading
on an exchange or NASDAQ and is issued by a company that has average revenues of
less than $6 million. However, we have been in business for at least three years
and,  according to the pro forma balance sheet included in the notes of our most
recent audited  financial  statements,  have more than $2 million dollars in net
tangible assets.  Accordingly, we do not believe our common stock is presently a
"penny stock."  Nonetheless,  because our primary tangible assets include highly
volatile  marketable  securities,  our net  tangible  assets may be less than $2
million  dollars at some date in the  future  and,  unless  the common  stock is
listed on a stock  exchange or has a market  price of $5, the common  stock will
qualify as penny stock.


                                       18
<PAGE>


At any  time  the  Common  Stock  qualifies  as a  penny  stock,  the  following
requirements, among others, will generally apply:

                  Certain  broker-dealers  who recommend  penny stock to persons
                  other than  established  customers  and  accredited  investors
                  (generally institutions with assets in excess of $5,000,000 or
                  individuals  with a net worth in excess  of  $1,000,000  or an
                  annual  income  exceeding  $200,000 or $300,000,  jointly with
                  their  spouse)  must  make  a  special   written   suitability
                  determination  for the purchaser  and receive the  purchaser's
                  written agreement to a transaction prior to sale.

                  Prior to executing  any  transaction  involving a penny stock,
                  certain  broker-dealers  must deliver to certain  purchasers a
                  disclosure  schedule  explaining  the risks involved in owning
                  penny stock,  the  broker-dealer's  duties to the customer,  a
                  toll-free   telephone   number   for   inquiries   about   the
                  broker-dealer's   disciplinary  history,  and  the  customer's
                  rights and remedies in case of fraud or abuse in the sale.

                  In connection with the execution of any transaction  involving
                  a penny stock,  certain broker dealers must deliver to certain
                  purchasers the following:

                           bid and offer price quotes and volume information;

                           the broker-dealer's compensation for the trade;

                           the compensation received by certain salespersons for
                           the trade;

                           monthly accounts statements; and

                           a written  statement of your financial  situation and
                           investment goals.

These  requirements  significantly  add to the burden of the  broker-dealer  and
limit the market for penny stocks.  If our common stock is or becomes subject to
the  existing  rules on penny  stocks,  the  liquidity  and market price for our
common   stock   could  be  severely   affected  by  limiting   the  ability  of
broker-dealers  to sell our common stock and the ability of shareholders to sell
their securities in the secondary market.



                                       19
<PAGE>


                           PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities.
---------------------------------------

During the three months ended  September  30, 2000,  the Company  issued  30,000
shares of  common  stock in  transactions  that  were not  registered  under the
Securities Act of 1933, as amended (the  "Securities  Act"), at an average price
of $0.50 per share upon the exercise of options by two previous employees

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

ITEM 5.  OTHER MATTERS

         On November 9, 2000,  the Company  entered  into an Asset  Purchase and
Sale Agreement,  pursuant to which the Company acquired substantially all of the
equipment,  customer  relations,  contracts and intellectual  property of Ensign
Information  Systems,  a  Utah-based  developer  of  hosted  business  processes
applications for the automotive  dealership  market. The Company did not acquire
or assume  the past  accounts  payable or  accounts  receivable  of  Ensign.  In
connection  with the  transaction,  the Company  also  entered  into  employment
agreements  with Richard  Holland and Blake Nielson,  the founders and principal
shareholders of Ensign.

         As consideration  for such assets,  the Company issued 3,000,000 shares
of the  Company's  common  stock to Ensign.  The price paid for such  assets was
determined following extensive arms length negotiations. The Company reached its
determination  that such  consideration  was appropriate for the purchase of the
Ensign assets after  evaluating the market value of the Company's  common stock,
the  liquidity  and  future  prospects  of  the  Company,   and  the  historical
performance of Ensign's product and management team.

         The Company will continue to use the equipment and other assets for the
purpose of developing,  servicing and operating Ensign's software  products,  as
Ensign did prior to the acquisition.


                                       20
<PAGE>


         Ensign  Information  Systems  maintained  its  books and  prepared  its
financial statements on a cash, rather than an accrual,  basis. For this reason,
the Company is unable to  determine  whether  Item 7 of Form 8-K and Item 310 of
Regulation  S-B  (collectively  requiring  the filing of past audited  financial
statements for acquired businesses,  if certain threshholds are reached) require
financial statements be filed. If the filing of such statements is required, the
Company  intends  to file them on or about the date  that is  seventy-five  days
after November 9, 2000.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits.  See the Exhibit  Index  following  the  signature  page
              hereof.

         (b)  Reports on form 8-K.

         On August  9,  2000,  the  Company  filed a Current  Report on Form 8-K
reporting (i) that on August 2, 2000,  the Company  terminated its engagement of
Mantyla McReynolds, a professional corporation, as its independent auditors, and
(ii) that on August 3, 2000,  the Company  engaged  Arthur  Andersen  LLP as the
Company's  independent  public  accountants  for the fiscal year ended March 31,
2001.

         On September 28, 2000,  the Company filed a Current  Report on Form 8-K
reporting that (i) on September 26, 2000, the Company  dismissed Arthur Andersen
LLP as its  independent  auditors,  and (ii) on September 27, 2000,  the Company
again engaged Mantyla McReynolds, a professional corporation, as its independent
public accountants.



                                       21
<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 on November
14, 2000 by the undersigned thereunto duly authorized.

                            SUNDOG TECHNOLOGIES, INC.

         November 14, 2000                    /s/ Alan Rudd
         -----------------                    -------------
                                                  Alan Rudd
                                                  President and
                                                  Chief Executive Officer

         November 14, 2000                   /s/  Stephen Russo
         -----------------                   ------------------
                                                  Stephen Russo
                                                  President and
                                                  Chief Executive Officer



                                       22

<PAGE>


<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

Exhibit

Number     Title of Document                                 Location
-------    ----------------------------------------------    ---------------------------------------
<S>        <C>                                               <C>
2.1        Asset  Purchase  and Sale  Agreement  between     Filed herewith.
           the Company and Ensign Information Systems*

3.1        Certificate of Incorporation                      Incorporated     by    reference    to
                                                             Company's  registration  statement  on
                                                             Form 10-SB, File No. 0-24372

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

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

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

10.1       Employment Agreement with Richard                 Filed herewith.
           Holland

10.2       Employment Agreement with Blake                   Filed herewith.
           Nielson

27.1       Financial data schedule                           Filed herewith.
</TABLE>




         *The schedules and Exhibits to this Agreement, which itemize the assets
acquired and effect the  acquisition,  are omitted,  as permitted by Item 601 of
Regulation   S-B.  Such  omitted   schedules  and  exhibits  will  be  furnished
supplementally to the Commission upon request.


                                       23