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, 2002

                                       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

                                  ARKONA, Inc.
           -----------------------------------------------------------
           (Name of small business issuer as specified in its charter)


                            Sundog Technologies, Inc.
                     --------------------------------------
                     (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)

                                 (801) 501-7100
                           ---------------------------
                           (Issuer's telephone number)


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 November 11, 2002, there were issued and outstanding  26,175,828 shares of
the Company's Common Stock, par value $.001 per share.

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



<PAGE>


                                     PART I

                          Item 1. Financial Statements


<TABLE>
<CAPTION>
                                  ARKONA, INC.
                                 Balance Sheets

                                                            30-Sep-02        31-Mar-02
                                                           ------------    ------------
                                                             Unaudited        Audited
ASSETS
<S>                                                        <C>             <C>
    Current Assets
        Cash and cash equivalents                          $     56,927    $    120,290
        Accounts receivable, net of allowance                   245,464         182,200
        Prepaid expenses                                         10,182          12,050
                                                           ------------    ------------
    Total Current Assets                                        312,572         314,540
                                                           ------------    ------------
    Equipment                                                   569,676         607,148
        Less: Accumulated depreciation                         (434,201)       (405,474)
                                                           ------------    ------------
    Equipment, Net                                              135,475         201,674
                                                           ------------    ------------
    Other Assets
        Deposits                                                 17,779          17,779
        Intellectual property, net amortization                  50,474         156,622
        Goodwill, net amortization                               79,415          89,157
        Other assets, net amortization                           62,171          34,845
                                                           ------------    ------------
    Total Other Assets                                          209,839         298,403
                                                           ------------    ------------
TOTAL ASSETS                                               $    657,886    $    814,617
                                                           ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
        Accounts payable                                   $    566,872    $    453,487
        Accrued liabilities                                     127,196         210,384
        Deferred revenue                                        122,265         108,750
        Current portion of capital leases                        32,394          32,394
                                                           ------------    ------------
    Total Current Liabilities                                   848,727         805,015
                                                           ------------    ------------
     Long-Term Liabilities
       Capital Lease Obligations, net of current portion          9,460          12,889
     Note payable - related party                               200,537         100,537
                                                           ------------    ------------
     Total Long-Term Liabilities                                209,997         113,426
                                                           ------------    ------------
Total Liabilities                                             1,058,725         918,441
                                                           ============    ============
Stockholders' Equity
    Common Stock                                                 26,176          23,843
    Additional paid in Capital                               21,196,175      20,672,508
    Accumulated unrealized loss on investment
        securities available for sale                           (16,942)        (16,942)
    Retained Earnings (Deficit)                             (21,606,247)    (20,783,233)
                                                           ------------    ------------
Total Stockholders' Equity                                     (400,838)       (103,824)
                                                           ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $    657,886    $    814,617
                                                           ============    ============

</TABLE>
       SEE NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       1
<PAGE>

<TABLE>
<CAPTION>

                                  ARKONA, INC.
            Unaudited Condensed Consolidated Statements of Operations

                                               Six Months Ended           Three Months Ended
                                           30-Sep-02     30-Sep-01    30-Sep-02   30-Sep-01
                                           ----------   ----------   ----------   ----------
<S>                                         <C>          <C>            <C>          <C>
Revenues                                    1,559,032    1,302,011      914,583      683,127

Operating Expenses
  Cost of Sales                               797,559      910,146      476,845      471,932
  Research and Development                    390,221      263,936      184,677      101,591
  Marketing, Admin & Sales                  1,189,566    1,255,436      615,574      630,071
  Recog. of deferred compensation                --      1,720,900         --      1,720,900

                                           ----------   ----------   ----------   ----------
Total Operating Expenses                    2,377,346    4,150,418    1,277,096    2,924,494
                                           ----------   ----------   ----------   ----------

Net Loss From Operations                     (818,314)  (2,848,407)    (362,513)  (2,241,367)

  Interest Income                                --           --           --           --
  Interest Expense                             (4,700)     (28,321)      (2,588)     (17,777)
  Other Income
  Other Expense                                  --           --           --           --
                                           ----------   ----------   ----------   ----------
                                             (823,014)  (2,876,728)    (365,101)  (2,259,144)
                                           ----------   ----------   ----------   ----------


Base Net Income (Loss) per share                (0.03)       (0.16)       (0.01)       (0.12)
                                           ----------   ----------   ----------   ----------
Weighted average number
Of Shares Outstanding                      26,175,828   18,082,230   26,175,828   18,082,230
                                           ==========   ==========   ==========   ==========

Diluted Net Income (Loss) per share             (0.03)       (0.16)       (0.01)       (0.12)
Weighted Average Diluted
Shares Outstanding                         26,175,828   18,082,230   26,175,828   18,082,230
                                           ==========   ==========   ==========   ==========

</TABLE>

       SEE NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       2
<PAGE>

<TABLE>
<CAPTION>

                                  ARKONA, INC.
           Unaudited Condensed Consolidated Statements of Cash Flows


                                                       30-Sep-02    31-Mar-02
                                                      ----------    ----------
                                                       Unaudited     Audited
<S>                                                     <C>         <C>
Cash Flows (used by) Operating Activities:
    Net (Loss)/Income                                   (823,014)   (2,876,727)
    Adjustments to reconcile net income to
    net cash used for operating activities:
        Depreciation and Amortization                    176,454       151,650
        Amortization of unearned compensation               --       1,720,900
        Changes is assets and liabilities:
             Accounts receivable                         (63,264)     (236,841)
             Prepaid Expenses                              1,868        (2,052)
             Accounts Payable                            113,385       201,383
              Deferred revenue                            13,515       (82,220)
             Accrued Liabilities                         (83,188)       54,208
                                                      ----------    ----------
Net Cash (Used By) Operating Activities                 (664,244)   (1,069,699)
                                                      ----------    ----------

Cash Flows (Used for) Investing Activities:
    Additions to Equipment                               (20,691)      (88,491)
    Other assets                                            --         (13,773)
                                                      ----------    ----------
Net Cash Used for Investing Activities                   (20,691)     (102,264)
                                                      ----------    ----------

Cash Flows Provided By Financing Activities:
    Proceeds from Issuance of Common Stock               525,000       610,000
    Loan from officer                                    100,000       556,447
    Leases                                                (3,429)      (14,863)
                                                      ----------    ----------
Net Cash Provided By Financing Activities                621,571     1,151,584
                                                      ----------    ----------

                                                      ----------    ----------
Net Increase /Decrease in Cash and Cash Equivalents      (63,364)      (20,379)
                                                      ----------    ----------

Beginning Cash Balance                                   120,290        36,371

                                                      ----------    ----------
Ending Cash Balance                                       56,926        15,992
                                                      ==========    ==========
</TABLE>

       SEE NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       3
<PAGE>



                                  ARKONA, 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-KSBfor
the fiscal year ended March 31, 2002.

Note 2  Concentration

The Company is limited in that its product and service are specifically designed
for  customers  in the auto  dealership  industry.  However,  sales  of  Company
products and services are not limited to any  geographic  area.  If the industry
environment  were to experience  significant  negative  conditions,  the Company
could also be affected.

The Company maintains cash balances in a financial  institution  located in Salt
Lake City, Utah. Accounts at this institution are insured by the Federal Deposit
Insurance Corporation up to $100,000.

Note 3  Equity

During the six months ended  September 30, 2002,  the Company  issued  2,333,030
shares of common stock at an average price of $0.225 per share.

Note 4  Significant Accounting Policies

(a) Income Taxes

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

(b) Net Loss Per Common Share

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

                                       4
<PAGE>


                                  ARKONA, INC.
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

(c) Cash & Cash Equivalents

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

(d) Use of Estimates in Preparation of Financial Statements

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities,  disclosure of contingent
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.

(e) Revenue Recognition

The Company  recognizes  revenue in accordance  with the Securities and Exchange
Commission,  Staff Accounting  Bulletin (SAB) no. 101,  "Revenue  Recognition in
Financial  Statements."  SAB 101  clarifies  application  of generally  accepted
accounting  principles to revenue  transactions.  During the course of business,
the Company recognizes revenue for the following activities:  Support,  Hardware
Sales,  Consulting,  and Implementation of Products.  Support charges are billed
monthly and are recognized as earned and stipulated in contracts with customers.
Hardware  Sales  revenue  is  recognized  when the  goods are  delivered  to the
customer.  Consulting  fees are  recognized  as services are  rendered.  Product
Installation  revenue is recognized in accordance  with terms of each  contract,
generally on a percentage of completion basis. Advance deposits are deferred and
recognized  over the life of the contract  which is often complete in one month.
Components  of the Product  Installation  process  include  software  licensing,
training, forms programming data conversion, and hardware installation.

(f) Patents

The Company has obtained  various  patents for certain  aspects of its products.
The costs of obtaining  patents are  capitalized  as incurred and are  amortized
over  estimated  useful  lives.  Amortization  is computed on the  straight-line
method.  One patent  has been  issued as of  September  30,  2002,  and is being
amortized over seven years (see Note 4).

(g) Investment in Marketable Securities

Investments in marketable securities are  "available-for-sale"  and are recorded
at fair market value with the  associated  adjustment  recorded as an unrealized
gain  or  loss.  The  unrealized  loss  is  based  on the  original  cost of the
securities  verses current market value.  The September 30, 2002 unrealized loss
on investments of $1,410 is related to securities that have been written off but
not disposed.

(h) Software Costs

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

                                       5
<PAGE>


                                  ARKONA, INC.
                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS


(i) Advertising Costs

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

Item 2.  Management's Discussion and Analysis

Overview
--------

         ARKONA,  Inc.  (formerly  The Thorsden  Group and Sundog  Technologies,
Inc.) was  organized in 1992 as a data base  technology  company with  Universal
Update(TM) as its primary product. Universal Update(TM) allows rapid integration
of business  information  systems  throughout the enterprise and easy sharing of
critical  information with remote,  occasionally  connected workers and partners
around the world.  Prior to 2001,  we  primarily  worked to develop and sell the
Universal Update(TM) technology. We have since determined to suspend development
and marketing of Universal Update(TM).

         Following our acquisition of the assets of Ensign Information System in
late 2000,  our focus and direction  has changed from our  Universal  Update(TM)
products and the mobile  computing  industry to our newly acquired Arkona Dealer
Management Solutions (ADMS) and the automobile  dealership  management industry.
When we acquired  the assets of Ensign,  their  predecessor  to our ADMS product
already  had a  customer  base  and was a  proven  product.  At the  time of the
acquisition,  Ensign had  installed  9 systems  in the prior 12  months.  We are
currently installing 4-6 systems per month.

         We are confident that we can ramp our installs in the future due to our
relationship with Mitsubishi.  In July of this year, Mitsubishi announced at its
annual  dealers  conference  that  ARKONA  was  its  preferred  provider  of DMS
products.  ARKONA and Mitsubishi  entered into and agreement to work together to
roll out joint marketing programs to all existing and new Mitsubishi dealers.

Results of Operations for the Three Month and Six-Month  periods Ended September
30, 2002 and September 30, 2001
--------------------------------------------------------------------------------

         Revenues  for the  three-month  period  ended  September  30, 2002 were
$914,583,  compared to $683,127 for the  three-month  period ended September 30,
2001,  representing  34% increase for the  three-month  period.  The increase is
attributable to increases in the number of customers  installing Arkona's Dealer
Management  Software  (ADMS).  Revenues for the six-month period ended September
30, 2002 were  $1,559,032,  compared to $1,302,011  for  six-month  period ended
September 30, 2001,  representing a 20% increase for the six-month  period.  The
increase in revenue for the  six-month  period is due to increased  sales in the
last three months. More specifically,  the increase in sales is due to increases
in the number of  installations of ADMS and associated  monthly  maintenance and
support  revenue.  The true  increase  in the  sales and  implementation  of our
software is not  reflected  in the revenue  numbers.  The number of  dealerships
installed has doubled for the three- and six-month  periods ending September 30,
2002 as  compared  to the same  periods  last year.  The reason we do not have a
comparable  increase  in  revenues  is that last year,  in  connection  with our
installations,  at  least  45% of our net  revenues  reflected  our  sale to the
relevant  dealerships  of computers  and other  hardware  products  necessary to
operate our software.  This year we have sold only a nominal  amount of hardware
in  connection  with our  installations.  This is because we have  determined to
outsource hardware sales to certain partners,  who are able to give our customer
more favorable pricing and better service on the hardware components. The effect
on our financial  statements of this decision is to reduce our revenue  numbers.
However,  our  outsourcing  of hardware sales has created  significant  customer
goodwill and has permitted an approximately 20% decrease in our cost of sales.

                                       6
<PAGE>



         By the  end of our  fiscal  year,  March  31,  2003,  we  expect  to be
installing  our ADMS  product in 8 - 10 new car  dealerships  and 2 - 4 used car
dealerships  each month. We already have sales lined up through December and are
now  scheduling  installs for after the first of the year.  We strongly  believe
that  revenues  will  continue to increase  in the future and are  predicting  a
profitable fiscal year 2003.

         Cost of sales totaled  $476,845 ,or 52% of sales,  for the  three-month
period  ended  September  30,  2002,  and  $797,559,  or 51% of  sales,  for the
six-month  period  ended  September  30,  2002.  This  compares to cost of sales
totaling  $471,932,  or 69% of sales, for the three-month period ended September
30, 2001, and totaling $910,146, or 69% of sales, for the six-month period ended
September 30, 2001. This decrease in cost of sales is primarily due our decision
to  outsource  hardware  sales,  which  eliminates  the  costs  associated  with
purchasing,  and then reselling,  hardware. In addition,  our installation teams
are becoming  more  efficient  with each new install.  Since January of 2000, we
have hired approximately 85% of our installation personnel,  with more than half
of them joining Arkona in the last year. As our  installation  teams become more
experienced,  one result is expected to be more  efficient  installations.  As a
result  of this  increase  in  efficiency,  we  expect  the  cost of  sales as a
percentage  of sales to continue to decrease,  but to decrease at a slower rate,
in the future.

         Operating  expenses totaled $1,277,096 for the three-month period ended
September 30, 2002 and $2,377,346 for the six-month  period ended  September 30,
2002.  This  compares  to  operating   expenses  totaling   $2,924,494  for  the
three-month  period ended  September 30, 2001 and  $4,150,418  for the six-month
period ended  September  30, 2001.  The decrease is due to the fact that we were
not required to recognize  deferred  compensation in 2002.  Without the deferred
compensation   recognized  in  2001,  operating  expenses  were  $1,203,594  and
$2,429,518 for the three- and six-month  periods ended  September 30, 2001. This
represents a small increase in operating  expenses for the  three-months  period
ended September 30, 2002 of $73,502,  or 6 %, over the  corresponding  period in
2001,  and a decrease  for the  six-month  period  ended  September  30, 2002 of
$52,172, or 4%, compared to the corresponding period in 2001.

         Research  and  development  expenses  increased  from  $101,591 for the
three-month  period ended  September  30, 2001 to $184,677  for the  three-month
period ended  September 30, 2002.  Research and development  expenses  increased
from $263,936 for the six-month  period ended September 30, 2001 to $390,221 for
the  six-month  period ended  September  30, 2002.  The increase in research and
development  expenses for both periods is due to increases in  headcount.  As we
continue to grow, we see this portion of our business continuing to grow to meet
the demand of an expanding customer base and new product innovation.

         Marketing,  administrative  and sales expenses  decreased from $630,071
for  the  three-month  period  ended  September  30,  2001 to  $615,574  for the
three-month   period   ended   September   30,   2002.   Similarly,   marketing,
administrative  and sales expenses  decreased from  $1,255,436 for the six-month
period ended  September 30, 2001 to $ $1,189,566 for the six-month  period ended
September  30, 2002.  In most cases,  increases in revenue are  associated  with
increases in sales and marketing.  However,  we are currently  experiencing  the
opposite due to a shortened  sales cycle. In the past, we could expect the sales
cycle to average 120 days from first visit to contract signature.  Today, we see
new car  dealers  signing  up in just a few weeks  from the first  contact.  The
shortened  sales cycle is primarily due to our  partnership  with Mitsubishi and
word of mouth referrals from our customer base.

         We had no interest income during the three- and six-month periods ended
September  30,  2002  and  2001.  This was due to  decreased  cash  balances  we
maintained in banks.

         We expect  expenditures to increase in all areas of our business during
the next twelve months as development and promotion of existing and new products
continues,  assuming  available working capital.  One of our biggest  challenges


                                       7
<PAGE>


currently  is meeting the demand for our ADMS  product.  We  currently  have the
capacity to install the Ensign  Management  Suite in 8-10 stores per month.  Our
sales of ADMS are presently outpacing our ability to install it.

         The net loss for the  three-month  period ended  September 30, 2002 was
($365,101),  or ($0.01) per share, compared to a loss of ($2,259,144) or ($0.12)
per share for the  corresponding  period  in 2001.  The loss in the  three-month
period  ended  September  30,  2001,  not  including  the  charge  for  deferred
compensation,  was  ($583,244),  or  ($0.03)  per  share.  The net  loss for the
six-month period ended September 30, 2002 was $823,014, or ($0.03) per share, as
compared to a loss of  2,876,728,  or ($0.16) per share,  for the  corresponding
period in 2001. The loss in the six-month  period ended  September 30, 2001, not
including the charge for deferred compensation,  was $1,155,828,  or ($0.06) per
share.  This represents a substantial  improvement in the financial  results for
the Company and is due to increased sales,  increased  recurring  support sales,
decreases in expenses and increased  efficiencies  throughout the Company. Based
upon these results and our projected sales during the next six-month,  we expect
the Company to be profitable  beginning  with the quarter  beginning on April 1,
2003. Even if the Company does not earn a net profit  beginning such period,  in
light of the fact that almost half of our loss for the three-month  period ended
September  30,  2002  resulted  from  non-cash   charges  for  depreciation  and
amortization,  we expect to at a minimum become cash flow positive  beginning in
April 2003 (absent  unexpected  one-time  charges,  significant  transactions or
other unexpected events).

         The primary marketing focus for the three-month  period ended September
30, 2002  continued  to be  establishing  our  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 and grow
sales.

Liquidity and Capital Resources

         At September 30, 2002, we had cash and cash equivalents of $56,927,  as
compared to cash and cash equivalents of $120,290 as of March 31, 2002.

         In order to meet operating  costs during the six months ended September
30, 2002, we relied upon increased revenues, recurring revenues, the issuance of
2,333,030  shares of common  stock at an average  price of $0.22 per share to an
executive  officer and an  accredited  outside  investor  and the issuance to an
executive  officer,  at face value, a $150,000 12% promissory  note  convertible
into 750,000 shares of common stock at an exercise price of $0.20 per share.

         We expect our  revenues to  continue  to increase  and expect to become
cash-flow  positive by the end of our 2003  fiscal year in March 2003.  Until we
become  cash-flow  positive,  we will need to raise additional funds to fund our
operations,  our expansion,  and to develop new or enhance existing  services or
products or to respond to competitive  pressures.  In order to raise such funds,
we expect to  continue to rely upon the  proceeds of sales of equity  securities
and  convertible  notes in the immediate  future.  During the past year, we have
sought to obtain  funding from various  sources,  including many banks and other
non-affiliated  entities.  Nevertheless,  to date, we have been unable to secure
financing on terms we deem reasonable from unaffiliated funding sources and have
continued to rely upon capital provided by our Chief Executive Officer and a few
other key  investors.  We intend to continue to seek for  large-block  financing
from institutional  sources for our short-term and long-term financing.  We have
not received any favorable proposals from such institutional  sources,  however,
and  expect,  in the  short  run,  to  continue  to  rely  on  insiders  and key
shareholders as long as such financing remains available.

         We cannot provide assurance 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 will
be limited.

                                       8
<PAGE>



         During the  long-term,  we hope to become  cash-flow  positive by March
2003 and expect to be able to fund our ongoing  operations  with  revenues  from
operations.  To the extent we do not become cash-flow positive when projected or
need financing for an acquisition,  capital  improvements  or other  non-routine
transactions,  we  expect  to rely  upon  the  sale of  equity  and  convertible
securities to obtain such financing. We cannot provide assurance that additional
financing will be available on terms favorable to us, or at all.

         The  following  table  discloses   aggregate   information   about  our
contractual  obligations  including long-term debt,  operating and capital lease
payments and office lease payments, and the periods in which payments are due as
of September 30, 2002:
<TABLE>
<CAPTION>

                                                      Less Than
Contractual Obligations                 Total         1 Year        1-3 years      4-5 Years     After 5
                                                                                                 Years
--------------------------------------- ------------- ------------- -------------- ------------- -------------
<S>                                     <C>           <C>           <C>            <C>           <C>
Long-term debt                          $   200,000   $  100,000    $  100,000     $    0        $    0
--------------------------------------- ------------- ------------- -------------- ------------- -------------
Operating Leases                             83,483       30,054        53,429          0             0
--------------------------------------- ------------- ------------- -------------- ------------- -------------
Capital Leases                               34,520       20,784        13,736          0             0
--------------------------------------- ------------- ------------- -------------- ------------- -------------
Office Lease                                691,165      117,887       573,278          0             0
--------------------------------------- ============= ============= ============== ============= =============
Total Contractual Obligations           $ 1,009,168   $  169,725    $  740,443     $    0        $    0
--------------------------------------- ------------- ------------- -------------- ------------- -------------
</TABLE>

Cautionary Statement Regarding Forward-Looking Statements

         We consider 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 our  control.  Although we believe that
the assumptions underlying the forward-looking statements are reasonable, any of
those assumptions could prove inaccurate.  Therefore,  we cannot assure that the
results  contemplated in any of the forward-looking  statements contained herein
will be realized.  The impact of actual experience and business developments may
cause the Company to alter its marketing,  capital  expenditure  plans, or other
budgets, which may in turn affect the Company's results of operations.  In light
of the inherent  uncertainties in forward-looking  statements,  the inclusion of
any such  statement  does not  guarantee  that  the  objectives  or plans of the
Company will be  achieved.  Among other risk factors to consider are the factors
identified in the subsection  entitled  "Factors That May Affect Future Results"
below.

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.

                                       9
<PAGE>



We have  incurred  substantial  losses since our  inception  and may continue to
incur losses indefinitely into the future.
--------------------------------------------------------------------------------
         We  acquired  the assets that  generate  all of our revenue in November
2000, and,  accordingly,  our current business has a limited  operating  history
upon  which  an  evaluation  of our  prospects  and us can  be  based.  We  have
experienced  net losses in each  three-month  period  since  inception,  with an
accumulated deficit of approximately  $(21,606,247) as of September 30, 2002. We
expect to continue to operate at a net loss and to experience negative cash flow
from  operations  until  early  2003,  as we seek to develop  our  business  and
customer   base.  In  order  to  achieve   positive   operating  cash  flow  and
profitability,  we must  significantly  increase the number of dealerships using
our products.  Even if we generate  significant  sales,  revenues from sales may
never exceed associated costs, and we may not be able to achieve profitability.

We require  additional  capital to meet our short term  obligations and continue
development of our products.
--------------------------------------------------------------------------------
         We do not  presently  have  working  capital  sufficient  to  meet  our
immediate term obligations. We expect to continue to rely primarily on the offer
and sale of  convertible  notes,  warrants  and  equity  securities  to fund our
operations  for the near term and cannot  assure you that  additional  financing
will be available on terms favorable to us, or at all. If adequate funds are not
available,  or are not  available on acceptable  terms,  our ability to fund our
marketing  and planned  product  development  programs or  otherwise  respond to
competitive  pressures  would  be  significantly  limited.  If  capital  were to
continue to be unavailable, we would be forced to cease operations.

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

         Our consolidated financial statements included in this report have been
prepared  on the  assumption  that we will  continue  as a  going  concern.  Our
independent public accountants have issued their report dated June 30, 2002 that
includes  an  explanatory  paragraph  stating  that  our  recurring  losses  and
accumulated  deficit,  among other  things,  raise  substantial  doubt about our
ability to continue as a going  concern.  Our product line is limited and it has
been necessary to rely upon financing from the sale of our equity  securities to
sustain operations. Additional financing could be required if we are to continue
as a going concern.

The market may not accept our ADMS product or other future offerings.
--------------------------------------------------------------------------------
         Our Arkona Dealer  Management  Suite product is relatively  new, and we
are  operating in a market where two  competitors  control 80% of the market and
have a  significant  advantage  relative  to market  acceptance.  End-users  may
determine not to purchase our ADMS product because of our insignificant position
in the market ,  concerns  over our  ability  to  continue  as a going  concern,
concerns about our product and related services or various other reasons. 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.

Our competitors have greater resources than we do.
--------------------------------------------------------------------------------
         The market for automobile dealership data management software is highly
competitive,  and we must compete with companies that possess 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


                                       10
<PAGE>

obtain a significant  market share in the automobile dealer management  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.

Our services are subject to system failure and security risks.
--------------------------------------------------------------------------------
         Our operations,  particularly  our ASP product,  are dependent upon our
ability to protect  our  network  infrastructure  against  damage  from  natural
disasters,  such as  fire,  earthquakes  and  floods,  as well  as  power  loss,
telecommunications  failures and similar events. All of our network and computer
equipment,  including  components  critical  to our  operations,  are  currently
concentrated  in a co-location  facility  provided by WorldCom.  Notwithstanding
precautionary  measures  that  we and  our  co-location  host  have  taken,  the
occurrence of a natural disaster or other unanticipated system or power failures
could cause  interruptions in the services we provide.  In addition,  failure of
our telecommunications  providers to provide the data communications capacity we
require as a result of natural  disasters,  operational  disruptions  or for any
other reason could cause interruptions in the services we provide. Any damage or
failure  that  causes  interruptions  in our  operations  could  have a material
adverse effect on our business, financial condition and results of operations.

         Our ASP network is subject to factors that could cause interruptions in
service or reduced  capacity for our customers.  Despite the  implementation  of
security  measures,  the core of our network  infrastructure  is  vulnerable  to
unauthorized  access,  computer viruses,  equipment failure and other disruptive
problems, including the following:
--------------------------------------------------------------------------------
o    We and our users may experience interruptions in service as a result of the
     accidental or  intentional  actions of Internet  users,  current and former
     employees or others.
o    Unauthorized access may jeopardize the security of confidential information
     stored in our computer systems and our customers'  computer systems,  which
     may  result in  liability  to our  customers  and also may deter  potential
     customers.
o    We may face liability for transmitting viruses to third parties that damage
     or impair their access to computer networks, programs, data or information.
o    There may be a systemic  failure  of  Internet  communications,  leading to
     claims associated with the general unavailability of the Internet.
o    Eliminating  computer viruses and alleviating  other security  problems may
     require interruptions, delays or cessation of service to our customers.

The occurrence of any unauthorized access,  computer virus, equipment failure or
other  disruptive  problem could have a material adverse affect on our business,
financial condition and results of operations.

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,  installers and engineers, and future
performance  will  depend in part upon our  ability to  increase  sales,  manage
growth effectively,  and to retain the services of our management, our technical
staff and sales staff. Competition for management, technical and sales personnel
is intense, and we do not have long-term  employment  agreements with any of our
employees.  As a result, we may be unable to retain our key employees or attract
other highly qualified  employees in the future. The loss of the services of any
of our management,  technical or sales team of the failure to attract and retain
additional key employees  could have a material  adverse effect on our business,
financial condition and results of operations.

                                       11
<PAGE>

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,  particularly  our Arkona Dealer
Management Suite, as critical to our success, and we rely on copyright and trade
secret  protection to protect our proprietary  rights in 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 each of our employees and  consultants is asked to entered
into a confidentiality and invention  agreement,  there can be no assurance that
such agreements  will be honored or that we will be able to protect  effectively
our rights to trade secrets and know-how.

         In  addition,   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.

Software  products  tend to evolve  rapidly,  and our  competitors  may  develop
products that are technically superior to our products.
--------------------------------------------------------------------------------
         Our primary product, the Arkona Dealer Management Suite, is primarily a
software  product.  The software  market is recognized  for rapid  technological
developments,   frequent  new  product   introductions   and  evolving  industry
standards. The rapid evolution of software products requires 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.

         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.

                                       12
<PAGE>

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

Trading in our common  stock is thin,  and there is a limit to the  liquidity of
our common stock.
--------------------------------------------------------------------------------
         Our common  stock is quoted on the OTC  Bulletin  Board.  The volume of
trading  in  our  common  stock  is  limited  and  likely  dominated  by  a  few
individuals.  Because of the thinness of the market for our stock,  the price of
our common stock may be subject to manipulation by one or more shareholders.  In
addition,  the  limited  volume of trading  limits  significantly  the number of
shares that one can purchase or sale in a short period of time. Consequently, an
investor may find it more  difficult to dispose of shares of our common stock or
obtain a fair price for our common stock in the market.

Our founders and officers hold a significant  number of our outstanding  shares,
which  will  allow  them to  influence  the  outcome  of  matters  submitted  to
stockholders for approval.
--------------------------------------------------------------------------------
         Our management owns and has the power to vote  approximately 25% of our
issued and outstanding common stock. Two additional  shareholders have the power
to vote  approximately  12% of our issued and  outstanding  common  stock.  As a
result,  these  stockholders  have  substantial  control over matters  requiring
approval by our stockholders,  such as the election of directors and approval of
significant corporate transactions. In addition, this concentration of ownership
may also have the effect of delaying or preventing a change in control.

Our shareholder rights plan and certain provisions in the Delaware corporate law
may permit our board to block a takeover  attempt and adversely affect the value
of our common stock.
--------------------------------------------------------------------------------
         Our board of directors adopted a shareholder  rights plan, and declared
a  dividend  of an  associated  right,  which are  expected  to have the  effect
deterring any takeover of the Company that is not preceded by board  approval of
the proposed  transaction.  The  existence of such  shareholder  rights plan may
deter potential tender offers for our common stock or other  acquisition  offers
and may have the effect of delaying or preventing a change of control.

         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 ARKONA.

Obtaining  additional  capital  through the sale of common  stock will result in
dilution of shareholder interests.
--------------------------------------------------------------------------------
         We plan to raise additional  funds in the future by issuing  additional
shares of common stock,  or securities  such as  convertible  notes,  options or
warrants or preferred  stock,  that are convertible  into common stock. Any such
sale of common stock or other  securities  will lead to further  dilution of the
equity ownership of existing holders of our common stock.

                                       13
<PAGE>

Our stock price is volatile and subject to manipulation.
--------------------------------------------------------------------------------
     The market price of our common stock,  like that of the securities of other
development stage companies,  may be highly volatile. Our stock price may change
dramatically as the result of various factors, including the following:

         o   Manipulation of our stock price by existing or future shareholders;

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

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

         o   Disputes relating to patents or proprietary rights,

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

         o   Delays in product development,

         o   Slow acceptance of our products in new or existing markets,

         o   A general  lack of trust in the  financial  markets  as a result of
             accounting scandals or for other reasons, and

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

Our ability to issue  preferred  stock may  significantly  dilute  ownership and
voting power and negatively affect the price of our common stock.
--------------------------------------------------------------------------------
         Under our Certificate of Incorporation,  as amended,  we are authorized
to issue up to 10,000,000  shares of preferred stock. Our Board of Directors has
the authority to create various  series of preferred  stock with such voting and
other  rights  superior  to those of our  common  stock and to issue  such stock
without shareholder approval. This issuance of such preferred stock would dilute
the ownership and voting power of the holders of our common stock and may have a
negative effect on the price of our common stock.

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 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,  the Nasdaq  National
             Market or the Nasdaq SmallCap Market;



                                       14
<PAGE>

         o   May be listed in the "pink sheets" or the 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 below five  dollars;  our common
stock is not  trading on an  exchange  or  NASDAQ;  we have less than $2 million
dollars in net  tangible  assets and we have  average  revenues  of less than $6
million.  Accordingly,  we believe  that our common  stock is presently a "penny
stock." At any time the common stock  qualifies as a penny stock,  the following
requirements, among others, will generally apply:

         o   Certain  broker-dealers  who recommend penny stock to persons other
             than  established  customers and  accredited  investors must make a
             special  written  suitability  determination  for the purchaser and
             receive the purchaser's written agreement to a transaction prior to
             sale.

         o   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.

         o   In  connection  with the execution of any  transaction  involving a
             penny  stock,  certain  broker  dealers  must  deliver  to  certain
             purchasers the  following:  o bid and offer price quotes and volume
             information;  o the  broker-dealer's  compensation for the trade; o
             the compensation  received by certain salespersons for the trade; o
             monthly  accounts  statements;  and o a  written  statement  of the
             customer's financial situation and investment goals.

These  requirements  significantly  add to the burden of the  broker-dealer  and
limit the market for penny stocks.  These regulatory burdens may severely affect
the liquidity and market price for our common stock.

Item 4.  Controls and Procedures

     (a) Under the  supervision  and with the  participation  of our management,
including our principal  executive officer and principal  financial officer,  we
conducted an evaluation of our disclosure controls and procedures,  as such term
is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), within 90 days of the filing date of this
report. Based on this evaluation,  our principal executive officer and principal
financial  officer  concluded  that our  disclosure  controls and procedures are
effective in alerting them on a timely basis to material information relating to
our Company (including its consolidated subsidiaries) required to be included in
our reports filed or submitted under the Exchange Act

     (b) There have been no significant  changes  (including  corrective actions
with regard to significant  deficiencies or material weaknesses) in our internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of the evaluation referenced in paragraph (a) above.


                                       15
<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, 2002, we issued  1,830,000 shares of
common stock in transactions  that were not registered  under the Securities Act
of 1933, as amended (the "Securities Act"), as follows:

         o   We sold 500,000 shares of Common Stock to one  accredited  investor
             in exchange for cash consideration of $100,000, or $0.20 per share.

         o   We sold  1,330,000  shares of Common  Stock to our Chief  Executive
             Officer in exchange for cash  consideration of $65,000 or $0.20 per
             share.

The  above-described  issuances of our shares of common  stock were  effected in
reliance  upon the  exemptions  for sales of  securities  not involving a public
offering set forth in Rule 506 promulgated  under the Securities Act and Section
4(2) of the  Securities  Act,  based  upon  the  following:  (a)  the  investors
represented  and  warranted  to us that they  were  "accredited  investors,"  as
defined in Rule 501 of Regulation D promulgated  under the  Securities  Act, and
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 certain  disclosure
materials regarding the Company and any and all other information requested 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 4.  Submission of Matters to a Vote of the Security Holders.

         The Company held an Annual  Meeting of  Shareholders  on September  25,
2002, at which the Company's shareholders considered and voted as follows on the
items described below:

         1.  Our shareholders  considered whether to elect the following persons
             as directors  of the  Company,  each to serve until the next annual
             meeting of  shareholders  of the Company  and until his  respective
             successor shall have been duly elected and shall qualify:

                                       16
<PAGE>

        Name of Nominee       Votes For      Abstentions     Broker Non-Votes

        Alan Rudd             18,213,848        6,000                 None
        Richard Holland       18,208,079        11,772                None
        Bryan Allen           18,281,079        1,769                 None

         2.  Our shareholders considered and voted upon a proposal to ratify the
             appointment of Mantyla McReynolds, a Professional  Corporation,  as
             independent  auditors  of the  Company  for the fiscal  year ending
             March 31, 2003. There were 18,164,600,  votes cast in favor, 55,248
             votes cast against, no abstentions, and no broker non-votes.

         3.  Our  shareholders  considered and voted upon a proposal to approved
             the Company's  2001 Stock  Incentive  Plan.  There were  18,200,921
             votes cast in favor, 18,927 votes cast against, no abstentions, and
             no broker non-votes.


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.  None.



                                       17
<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, 2002 by the undersigned thereunto duly authorized.

                                   Arkona, Inc.


November 14, 2002                  /s/ Alan Rudd
-------------------                ------------------------------------------
                                       Alan Rudd, ChiefExecutive Officer



November 14, 2002                 /s/ Stephen Russo
-------------------               -------------------------------------------
                                      Stephen Russo, Chief Financial Officer




                                 CERTIFICATIONS

I, Alan Rudd, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of Arkona, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)  designed  such  disclosure  controls and  procedures to ensure that
             material  information  relating to the  registrant,  including  its
             consolidated  subsidiaries,  is made  known to us by others  within
             those  entities,  particularly  during  the  period  in which  this
             quarterly report is being prepared;

         b)  evaluated the effectiveness of the registrant's disclosure controls
             and procedures as of a date within 90 days prior to the filing date
             of this quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
             effectiveness  of the disclosure  controls and procedures  based on
             our evaluation as of the Evaluation Date;

                                       18
<PAGE>

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

         a)  all significant deficiencies in the design or operation of internal
             controls which could adversely affect the  registrant's  ability to
             record,  process,  summarize  and  report  financial  data and have
             identified for the registrant's auditors any material weaknesses in
             internal controls; and

         b)  any fraud,  whether or not material,  that  involves  management or
             other  employees  who have a significant  role in the  registrant's
             internal controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 14, 2002


                                 /s/ Alan Rudd
                                 ------------------------------------
                                 Alan Rudd, Chief Executive Officer


I, Stephen Russo, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of Arkona, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)  designed  such  disclosure  controls and  procedures to ensure that
             material  information  relating to the  registrant,  including  its
             consolidated  subsidiaries,  is made  known to us by others  within
             those  entities,  particularly  during  the  period  in which  this
             quarterly report is being prepared;

         b)  evaluated the effectiveness of the registrant's disclosure controls
             and procedures as of a date within 90 days prior to the filing date
             of this quarterly report (the "Evaluation Date"); and

                                       19
<PAGE>

         c)  presented  in this  quarterly  report  our  conclusions  about  the
             effectiveness  of the disclosure  controls and procedures  based on
             our evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

         a)  all significant deficiencies in the design or operation of internal
             controls which could adversely affect the  registrant's  ability to
             record,  process,  summarize  and  report  financial  data and have
             identified for the registrant's auditors any material weaknesses in
             internal controls; and

         b)  any fraud,  whether or not material,  that  involves  management or
             other  employees  who have a significant  role in the  registrant's
             internal controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 14, 2002


                                      /s/ Stephen Russo
                                      ------------------------------------------
                                          Stephen Russo, Chief Financial Officer



                                       20
<PAGE>


<TABLE>
<CAPTION>


                                  EXHIBIT INDEX


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

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

3.3                Certificate of Designation regarding Series       Incorporated by reference to the
                   A Preferred Stock                                 Current Report on Form 8-K filed with
                                                                     the SEC on January 18, 2001.

3.4                Amendment to Certificate of Incorporation         Incorporated by reference to the
                   (reverse stock split; name change)                Company's Quarterly Report on Form
                                                                     10-QSB filed with the SEC on February
                                                                     13, 2001

3.5                Certificate of Merger (Company and Arkona         Incorporated by reference to the
                   Utah)                                             Company's Quarterly Report on Form
                                                                     10-QSB filed with the SEC on February
                                                                     13, 2001

3.6                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

4.2                Rights Agreement dated December 22, 2000          Incorporated by reference to the
                                                                     Current Report on form 8-K filed with
                                                                     the SEC on January 18, 2001

99.1               Certification of Chief Executive Officer          Filed herewith

99.2               Certification of Chief Financial Officer          Filed herewith

</TABLE>


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