Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB/A



(Mark One)

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

                                       OR

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

Commission File Number 0-24372

                            Sundog Technologies, Inc.

           (Name of small business issuer 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 Identification No.)
incorporation or organization)

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

              (Address of principal executive offices and Zip Code)

                                 (801) 424-0044

              (Registrant's telephone number, including Area Code)


Check  whether the  registrant:  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the  registrant  was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes X   No
                                                                      ---    ---
As of November 12, 1999, there were issued and outstanding  22,560,234 shares of
the Company's Common Stock, par value $.001 per share.

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


<PAGE>

<TABLE>
<CAPTION>


                                Table of Contents



                                                                                                               Page No.

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


     1.   Financial Statements

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

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



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

                  September 30, 1999 and 1998.....................................................................4



         Unaudited Condensed Consolidated Statements of Cash Flows for the three and six months ended

                   September 30, 1999 and 1998....................................................................5



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


     2   Management's Discussion and Analysis or Plan of Operation...............................................13

     3.  Quantitative and Qualitative Disclosures about Market Risk..............................................22

Part II.  Other Information......................................................................................22
</TABLE>

                                       2
<PAGE>

                                     PART I

ITEM 1--FINANCIAL STATEMENTS


<TABLE>

                            SUNDOG TECHNOLOGIES, INC.

                          (A Development Stage Company)

Consolidated Condensed Balance Sheets
<CAPTION>


                                                     September 30     March 31
                                                         1999            1999
                                                     -----------    -----------
                                                      Unaudited
                                                      ---------
ASSETS
    Current Assets
<S>                                                  <C>            <C>
        Cash and Cash Equivalents                    $    62,176    $ 2,215,620
        Marketable Securities                              1,980          3,188
        Accounts Receivable                                4,245         51,200
        Other Receivable                             $   540,000           --
       Prepaid Expenses                                   34,894         25,550
                                                     -----------    -----------
    Total Current Assets                                 643,296      2,295,558
                                                     -----------    -----------
    Property and  Equipment                              473,696        380,406
        Less: Accumulated Depreciation                   (94,356)       (52,146)
                                                     -----------    -----------
    Property and  Equipment, Net                         379,340        328,260
                                                     -----------    -----------
    Other Assets
        Deposits                                         108,348        105,605
        Intangible Assets                                 80,637         59,983
                                                     -----------    -----------
    Total Other Assets                                   188,985        165,588
                                                     ===========    ===========
TOTAL ASSETS                                         $ 1.211,620    $ 2,789,406
                                                     ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
        Accounts Payable                             $   154,054    $   140,748
        Equipment Lease Obligations                       24,973         37,741
        Accrued Liabilities                              163,853         75,822
                                                     -----------    -----------
    Total Current Liabilities                            342,880        254,311
                                                     -----------    -----------
       Equipment Lease Obligations                        19,771         30,267
       Other Current Liabilities                            --             --
                                                     -----------    -----------
Total Liabilities                                        362,651        284,578
                                                     -----------    -----------
Stockholders' Equity
    Common Stock                                          23,191         22,530
    Additional paid in Capital                         6,351,699      5,557,526
    Accumulated (Deficit)                             (5,510,959)    (3,061,474)
    Accumulated unrealized loss on investments           (14,962)       (13,754)
                                                     -----------    -----------
Total Stockholders' Equity                               848,969      2,504,828
                                                     -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $ 1,211,620    $ 2,789,406
                                                     ===========    ===========
</TABLE>


                                       3
<PAGE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>

                            SUNDOG TECHNOLOGIES, INC.

                          (A Development Stage Company)

             Consolidated Condensed Statement of Income (Unaudited)
<CAPTION>


                                                                                                               From Inception
                                ------------------------------------------------------------------------
                                          Six Months Ended                       Three Months Ended            June 11, 1992
                                ------------------------------------------------------------------------
                                  Sept 30, 1999       Sept 30, 1998       Sept 30, 1999       Sept 30, 1998   to Sept 30, 1999
                                --------------------------------------------------------------------------------------------

<S>                                  <C>                 <C>                 <C>                  <C>           <C>
Net Revenues                         16,197              11,167              10,508               4,917         235,635
                                --------------------------------------------------------------------------------------------

Costs and Expenses:
  Cost of Sales                      25,700                 999              14,158                 148          77,566
  Research and Development        1,053,036             445,034             498,091             247,396       2,541,159
  Marketing, Admin & Sales        1,410,723             463,115             710,971             217,002       3,209,040

                                --------------------------------------------------------------------------------------------
Operating Costs and Expenses      2,489,459             909,148           1,223,220             464,546       5,827,765
                                --------------------------------------------------------------------------------------------

Operating (Loss)                 (2,473,262)           (897,981)         (1,212,712)           (459,629)     (5,592,130)

  Interest Income                    27,555              18,069               7,445              10,266          98,919
  Interest Expense                   (3,778)             (2,869)             (1,725)             (1,633)        (13,662)
  Other Expense                           -                   -                   -                   -          (4,356)
  Other Income                            -                 100                   -                   -             270

                                --------------------------------------------------------------------------------------------
Net (Loss)                       (2,449,485)           (882,681)         (1,206,992)           (450,996)     (5,510,959)
                                ============================================================================================

Net (Loss) per share                  (0.11)              (0.04)              (0.05)              (0.02)          (0.24)
                                --------------------------------------------------------------------------------------------
Weighted average number
Of Shares Outstanding            22,560,234          20,492,335          22,560,234          20,492,335      22,560,234
                                --------------------------------------------------------------------------------------------
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                       4
<PAGE>

<TABLE>

                            SUNDOG TECHNOLOGIES, INC.

                          (A Development Stage Company)

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




                                                                                                                     CUMULATIVE
                                                    --------------------------------------------------------
                                                         Six Months Ended           Three Months Ended             FROM INCEPTION
                                                    --------------------------------------------------------
                                                            September 30                   September 30             June 11, 1992
                                                         1999          1998            1999           1998        To Sept 30, 1999
                                                    ----------------------------------------------------------------------------
Cash Flows (used by) Operating Activities:
<S>                                                     <C>            <C>          <C>            <C>               <C>
    Net (Loss)                                          (2,449,485)    (882,681)    (1,206,992)    (450,996)         (5,510,959)
    Adjustments to reconcile net income to
    net cash used for operating activities:
        Depreciation                                        42,210       20,040         23,151       10,054              94,386
    Changes in Assets and Liabilities:
        Increase Accounts Receivable                        46,954        8,313          1,498        6,250              (4,246)
        Prepaid Expenses                                    (9,344)           -         14,645            -             (34,894)
        Accounts Payable                                    13,306       24,005        (13,610)      (1,099)            154,055
        Deferred Income                                          -      (10,417)             -       (4,167)                  -
        Accrued Liabilities                                 88,030      (28,028)        86,820       10,320             163,852
                                                    ----------------------------------------------------------------------------
Net Cash (Used By) Operating Activities                 (2,268,329)    (868,768)    (1,094,488)    (429,638)         (5,137,806)
                                                    ----------------------------------------------------------------------------

Cash Flows (Used for) Investing Activities:
    Additions to Equipment                                 (93,289)     (46,215)       (11,470)     (44,265)           (473,727)
    Disposition of Marketable Securities                         -      819,600              -      520,278             823,668
    Lease Deposits                                          (2,742)           -         (1,379)           -            (108,346)
    Patent/Trademark Costs                                 (20,654)     (13,609)       (10,315)     (12,332)            (80,637)
                                                    ----------------------------------------------------------------------------
Net Cash Used for Investing Activities                    (116,685)     759,776        (23,164)     463,681             160,958
                                                    ----------------------------------------------------------------------------

Cash Flows Provided By Financing Activities:
    Proceeds from Private Placement of Shares              254,834      473,501         60,000      323,250           4,993,280
    Increase in Lease Obligations                          (23,263)      22,298        (11,796)      27,256              44,745
    Cash Contribution                                            -            -              -            -               1,000
                                                    ----------------------------------------------------------------------------
Net Cash Provided By Financing Activities                  231,571      495,799         48,204      350,506           5,039,025
                                                    ----------------------------------------------------------------------------

Net Increase/(Decrease) in Cash and Cash Equivalents    (2,153,443)     386,807     (1,069,448)     384,549              62,177
                                                    ----------------------------------------------------------------------------

Beginning Cash Balance                                   2,215,620      568,612      1,131,625      570,870                   -

                                                    ----------------------------------------------------------------------------
Ending Cash Balance                                         62,177      955,419         62,177      955,419              62,177
                                                    ----------------------------------------------------------------------------
</TABLE>



                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       5
<PAGE>

                            SUNDOG TECHNOLOGIES, INC.

                   Notes to Consolidated Financial Statements


Preliminary Note

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

Note 1   Concentration

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

Note 2   Intangible Assets

The Company has applied for patent and trademark  protection for its proprietary
software and brand names and has expended  $62,635 for patent rights and $18,002
for trademark rights. These expenses are primarily for professional  services in
connections  with the  applications.  The application for  registration of these
patents and  trademarks  are pending.  The Company will begin to amortize  these
assets upon completion of patent  registration or at the point when the products
begin to generate revenue.

Note 3   Subsidiary Company

The Board of Directors  created a subsidiary,  Qui Vive,  Inc., on June 5, 1998,
for the development of a new product. This new entity required the restructuring
of current  management as well as the  recruitment  of new  personnel.  The team
members have received  options to purchase  equity in Qui Vive,  Inc. as part of
their compensation for successfully  developing the project.  Additionally,  the
company may in the future elect to sell an equity interest in QV directly either
in the public markets or to private individuals or institutions.

Note 4   Cash and Cash Equivalents

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

                                       6
<PAGE>



       Certain Factors that May Affect Future Results, Financial Condition

                       and the Market Price of Securities



Our short and long-term  success is subject to certain risks,  many of which are
substantial  in nature and 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  various  customers  and  obtaining   financing  for  its
operations.  As a result of the increase in operating  expenses caused by recent
expansion  of our  business,  operating  results  may be  adversely  affected if
significant sales do not materialize in the near term. There can be no assurance
that we will be able to grow in the future or attain profitability. As a result,
we believe that our prior results of operations are not  necessarily  meaningful
and should not be relied upon as an indication of future performance. The profit
potential  of our business is unproven  and  speculative.  We believe that to be
successful  we must,  among other  things,  develop and market  software that is
widely accepted by business customers at prices that will yield a profit.

Our software and technologies are unproven and we do not know whether the market
will  accept  them.  Our  software  is in a  development  stage.  The e-mail and
Internet products in particular contain innovative  technologies for which there
may be no  established  market.  Our remote  computing  and database  management
products have  produced  only limited  sales to date.  There can be no assurance
that any of our products will achieve broad commercial  acceptance.  Our ability
to generate  future  revenues will be dependent on a number of factors,  many of
which are beyond our control and include,  among others, our ability to carry on
timely and  effective  marketing  campaigns  and the rate we can  establish  new
products and the type of competition we may encounter.  Because of the foregoing
factors,  among  others,  we are unable to forecast  our revenues or the rate at
which we will add new  customers  with any degree of  accuracy.  There can be no
assurance that we will be able to increase sales in accordance with our internal
forecasts or to a level that meets the expectations of investors. There can also
be no  assurance  that we will  ever  achieve  favorable  operating  results  or
profitability.

We require  additional  capital to continue  development  of our products and to
fund day-to-day operations.  Cash flow from the sale of products and services is
not  sufficient to finance our  day-to-day  operations.  Our business is capital
intensive and we expect we will continue to incur  significant  operating losses
over the next 12 months,  primarily  due to the market  launch of new  products,
increased marketing expenditures,  and the expansion of research and development
programs.  Additional  funds will be  required in the event we have not begun to
generate  significant  revenues by the end of February 2000. As a result, we may
find it  necessary  to postpone or cancel some of our planned  marketing  and/or
product development  programs,  which could adversely affect future revenues and
new product introductions.  Notwithstanding revenues that may be produced during
the next 12 months,  we  anticipate  that  additional  funds will be required to
continue the necessary levels of product development and promotional expenses to
meet our long-term  goals.  We intend to seek such  additional  funding  through


                                       7
<PAGE>


additional  public  or  private  financing.  There  can  be  no  assurance  that
additional  financing  will be  available,  or,  if  available,  that it will be
available on acceptable terms or in required amounts.

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.

Our quarterly operating results may fluctuate  significantly.  We experience and
expect to continue  to  experience  significant  fluctuations  in our  quarterly
operating results.  These fluctuations result from a variety of factors, many of
which  are  outside  our  control.  Such  factors  might  include,  but  are not
necessarily  limited to:

         -    The rate at which  customers  purchase our software and the prices
paid for such software,

         -    The  amount and timing of  capital  expenditures  and other  costs
relating to the expansion of our business,

         -    The introduction of software products by us or our competitors,  -
Price competition or changes in Internet and computer technology, and

         -    Technical  difficulties  or  economic  conditions  specific to our
business.

A significant  portion of our expenses  could be fixed in advance based in large
part on future revenue forecasts.  If revenue is below expectations in any given
quarter,  the adverse  impact of the shortfall on the  operating  results may be
magnified by the inability to adjust  spending to compensate  for the shortfall.
Therefore,  a shortfall in actual as compared to estimated revenue would have an
immediate  adverse  effect on our  business,  financial  condition and operating
results that could be material.

In addition, we plan to increase operating expenses to fund additional sales and
marketing,  general and administrative  activities and infrastructure  needs. To
the extent these expenses are not  accompanied  by an increase in revenues,  our
business,  financial  condition,  and results of operations  could be materially
adversely affected.

Due to all of the foregoing factors,  it is likely that our operating results in
one or more  future  quarters  will fail to meet or exceed the  expectations  of
securities analysts or investors. In such event, the trading price of the common
stock of the  Company,  to the extent  there is a market for such  stock,  would
likely be materially  adversely affected.  You should not expect past results to
be reliable indicators of future performance.

Our  expansion  into  Internet,  e-mail and other  applications,  as well as the
growth of our business, require the addition of qualified personnel and increase
our reliance on such personnel. The loss of technically  experienced,  qualified
personnel  is a risk to our  success.  We may not be  equipped  to  successfully
manage any future periods of rapid growth or expansion,  which could be expected
to place a  significant  strain on  managerial,  operating,  financial and other
resources.   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 the ability of  management  to manage

                                       8
<PAGE>

growth  effectively  and to retain  the  services  of these  experts.  This will
require us to implement financial controls,  systems and management  information
systems capabilities,  to develop our operating,  administrative,  financial and
accounting   systems  and  controls,   to  maintain  close   coordination  among
engineering,  accounting,  finance, marketing, sales and operations, and to hire
and  train  additional  technical  and  marketing  personnel.  There is  intense
competition for management,  technical and marketing personnel.  The loss of the
services  of any of our  management  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.

Our dependence on intellectual property and proprietary  information subjects us
to the risk  that  such  property  may be  inadequately  protected  or that such
information  may be  misappropriated.  We regard our  intellectual  property  as
critical  to our  success,  and we rely on  copyright,  patent and trade  secret
protection to protect our proprietary  rights in intellectual  property.  We are
currently pursuing and expect to pursue the registration of copyrights,  patents
and  trademarks in the United  States.  Effective  trademark,  copyright,  trade
secret or patent  protection  may not be available in every country in which our
products are or become available. We intend to effect appropriate  registrations
internationally  and  domestically  as our  operations  expand.  There can be no
assurance  that the  United  States or  foreign  jurisdictions  will  afford any
protection for our  intellectual  property.  There also can be no assurance that
any of our intellectual  property rights will not be challenged,  invalidated or
circumvented, or that the rights granted thereunder will 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.  There can be no assurance that
any such licenses or proprietary rights would 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 could be foreclosed.

Budget and cost overruns and delays frequently characterize development projects
such as those  conducted by us. We budget the cost of each project,  review cost
reports and update our cost  projections  and development  schedules  regularly.
However, there can be no assurance that the actual production costs for projects
will remain within budget or that development  will remain on schedule.  We have
experienced  delays in  development  objectives  in the past and there can be no
assurance we will not incur  similar  delays in the future.  Production  delays,
higher talent costs,  increased  subcontractor  costs,  and other  unanticipated
events (including,  but not limited to delays in obtaining necessary  financing)
may substantially increase production costs and delay or even prevent completion
of the production of any one or more of the programs we are now pursuing or that
we intend to pursue in the  future.  The  failure  to remain  within  budget and
deliver  products on time may have a material  adverse  effect on our  business,
financial condition and results of operations.

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


                                       9
<PAGE>


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.

We depend on the technology of third parties in the development of our software.
Our use of such  technology  has been licensed to us. If our license to any such
technology were terminated or otherwise restricted beyond our current ability to
use it and incorporate it into our own products,  our development  efforts would
be adversely affected.  If we were not capable of obtaining the license to other
technology  to replace  that  which was lost  because  of the  termination  of a
license,  our  products  that are  dependent  upon the  technology  would become
inoperable or their  effectiveness  and performance  significantly  reduced.  In
addition,  if the vendors of such technology were to materially  alter or modify
or discontinue their products, we would be forced to incur additional expense to
acquire  or  develop  products  that would  enable us to  continue  with our own
products. If the cost of licensing third-party  technology materially increased,
our gross margins and earnings would decrease.

Like many software development companies, our business model is characterized by
a very high  degree  of  operating  leverage.  Many of our  operating  costs and
expenses  consist of employee and facility  related costs,  which are fixed over
the short term. Our operating expenses and hiring plans are based  substantially
on our internal  projections of future revenue,  which are inherently subject to
risks and factors that are often outside our ability to control.  If revenues do
not meet expectations, net income will be adversely affected.

Changes in the  marketplace  may  require  the  Company  to make  changes to our
current  pricing  models.  We may choose later this year or in future periods to
make  changes to current  pricing  practices,  including  offering  discounts to
customers or a reduction of transactions  that involve perpetual use licenses of
our products,  changes in maintenance  pricing or other changes in the manner in
which we charge customers for the use of our products.  These changes may not be
well received by customers.  Furthermore,  the changes may depend on an increase
of volume and the failure to achieve  sufficient  increases in user volume would
adversely affect earnings.

There is no  present  public  market for our  common  stock.  If and when such a
market develops,  our stock price may be volatile.  There has been no market for
our common stock and there is no  assurance  that any market will  develop.  The
common stock is not listed on any exchange.  If and when such a more established
market may  develop,  the market  price of the  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


                                       10
<PAGE>


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.

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. Until such
time, if any, as our common stock is included in The Nasdaq  SmallCap  Market or
listed on another exchange,  the common stock will not be eligible for quotation
on Nasdaq and there can be no assurance that it will ever be so eligible.  Until
such time as we are  eligible  to  satisfy  the  listing  criteria  of Nasdaq or
another stock market, trading, if any, in our common stock would be conducted in
the  over-the-counter  market  in the  so-called  "pink  sheets"  or the  NASD's
"Electronic  Bulletin Board," under the symbol SUDG.  Consequently,  an investor
may find it more difficult to dispose of, or to obtain accurate quotations as to
the price of, the  Company's  securities.  In the  absence  of a security  being
quoted  on  Nasdaq,  or if we do not have  $2,000,000  in net  tangible  assets,
trading in the common  stock could be covered by Rule 15c2-6  promulgated  under
the Exchange Act for non-Nasdaq and non-exchange  listed securities.  Under such
rule,  broker-dealers  who  recommend  such  securities  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.

Securities are also exempt from this rule if the market price is at least $5 per
share.  Under the rules and  regulations  of the SEC,  additional  disclosure is
required for penny stocks and for trades in any stock  defined as a penny stock.
The SEC has defined a penny stock to be any Nasdaq or non-Nasdaq equity security
that has a market  price or exercise  price of less than $5 per share and allows
for the enforcement  against  violators of the rules.  Unless exempt,  the rules
require the delivery,  prior to any  transaction  involving a penny stock,  of a
disclosure  schedule  explaining  important  concepts  involving the penny stock
market,   the  nature  of  such  market,   terms  used  in  such   market,   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.

Disclosure must also be made about commissions payable to both the broker-dealer
and the registered representative,  current quotations for the securities,  and,
if the broker-dealer is the sole market-maker for the securities, then such fact


                                       11
<PAGE>


must also be disclosed, as well as its control over the market. Finally, monthly
statements must be sent disclosing  recent price information for the penny stock
held in the  investor's  account and  information on the limited market in penny
stocks. These requirements  significantly add to the burden of the broker-dealer
and limit the market for penny stocks.

While  many  Nasdaq  stocks  are  covered  by the  definition  of  penny  stock,
transactions in a Nasdaq stock are exempt from all but the sole market-maker for
(i) issuers who have $2,000,000 in tangible assets ($5,000,000 if the issuer has
not been in continuous  operation for three years),  (ii)  transactions in which
the customer is an institutional accredited investor and (iii) transactions that
are not recommended by the broker-dealer.  In addition, transactions in a Nasdaq
security directly with the Nasdaq market maker for such securities,  are subject
only to the sole  market-maker  disclosure,  and the  disclosure  with regard to
commissions to be paid to the broker-dealer and the registered representatives.

If our common stock is or becomes subject to the existing rules on penny stocks,
the market liquidity for the common stock could be severely affected by limiting
the  ability  of  broker-dealers  to sell the  common  stock and the  ability of
purchasers in this Offering to sell their securities in the secondary market.

Anti-takeover  provisions  of Delaware  Corporate  Law, and our ability to issue
preferred stock may affect the price of our common stock and allows the Board of
Directors to issue securities that may  significantly  dilute your ownership and
voting  power.  Under our  Certificate  of  Incorporation,  as  amended,  we are
authorized to issue up to 10,000,000  shares of preferred stock, par value $.001
per share ("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.

The large number of shares of our common stock  eligible for future sale without
restrictions  can affect the market price of the common stock. As of November 12
1999,  20,344,234  shares  of  our  common  stock  outstanding  are  "restricted
securities" as that term is defined under Rule 144 of the Securities Act. Either
presently or in the future, these shares of common stock may be sold pursuant to
registration  under the Securities  Act, in compliance with Rule 144 or pursuant
to another exemption from registration. Under Rule 144 as currently in effect, a
person who has  beneficially  owned  restricted  securities of the Company for a
period  of at least  one year  may,  within  any  three  month  period,  sell in
brokerage  transactions  an amount of such  securities  that does not exceed the
greater of 1% of our then-outstanding common stock or the average weekly trading
volume of our common  stock during the four  calendar  weeks prior to such sale.
Rule 144, as currently in effect, also permits, under certain circumstances, the
sale  of  shares  without  regard  to  the  limitations   described   above,  by
non-affiliates of the Company, after holding such shares for at least two years.
Sales of  substantial  amounts of our common  stock of the Company in the public
market,  and any sales by affiliates of the Company,  particularly  officers and
directors, could adversely affect prevailing market prices for the common stock.

The Company has not declared any dividends with respect to its common stock.  We
have  never  paid  cash  dividends  on our  common  stock.  We  intend to retain


                                       12
<PAGE>


earnings,  if any, to finance the  operation  and expansion of our business and,
therefore,  we do not  expect  to  pay  cash  dividends  on  the  Shares  in the
foreseeable future.

Year 2000 compliance issues could adversely affect our business. During the next
year, many software  programs may not recognize  calendar dates beginning in the
Year  2000.  This  problem  could  force  computers  or  machines  that use date
dependent  software  or  embedded  technologies  to either  shut down or provide
incorrect information.  To address this problem internally, we have examined our
computer and information systems, contacted our software and hardware providers,
and,  where  necessary,  made  upgrades to our  systems.  Our products are being
developed to address this problem without  modification by the user. Although we
believe that our products are Year 2000 compliant,  undetected errors or defects
may remain.  Disruptions to our business or unexpected costs could arise because
of  undetected  errors or  defects in the  technology  used in our  products  or
internal information systems,  which are comprised  predominantly of third party
software and hardware. If we, or any of our key suppliers or customers,  fail to
recognize and mitigate internal and external Year 2000 risks, we may temporarily
be unable to process  transactions,  send invoices, or engage in normal business
activities or we may experience a decline in sales,  which could have a material
adverse effect on our business, financial condition and results of operations.

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 the Company to a claim for damages. While contract terms limit our
exposure,  there  can also be no  assurance  that a court  would  not rule  such
provisions  to be invalid  or  unenforceable,  or that  changes in the law would
render  such  terms  void or  unenforceable.  A  successful  claim  could have a
material  adverse  effect on the  Company.  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.



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


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



Overview

Sundog Technologies, Inc. (the "Company") is a Delaware corporation organized in
1992 for the  purpose of  seeking  and  acquiring  business  opportunities.  The
Company was formerly known as The Thorsden  Group,  Ltd. and changed its name to
Sundog  Technologies,  Inc. in April 1999. In October 1997, the Company acquired
Arkona, Inc., a Utah corporation, through a wholly owned subsidiary corporation.
Arkona Inc.'s  predecessor,  Arkona LLC, a Utah limited liability  company,  was
founded in  September  1996 and had  limited  business  operations  prior to its
acquisition  by the Company.  Although  the legal  entity is intact,  the Arkona
subsidiary  has  been  effectively  absorbed  by  Sundog  and we are  continuing
Arkona's business of developing, marketing and selling software products for use
in portable and  distributed  network  computing  under the Sundog  Technologies
name. Arkona projects are discussed more  particularly  below under the headings
"Universal Update" and Professional Services.

                                       13
<PAGE>

On June 5, 1998,  the Company  formed a new  subsidiary  company,  Qui Vive Inc.
("QV"),  incorporated in Delaware. This company is engaged in the development of
an  e-mail  security  software  product  and  Internet  application  more  fully
described below. QV is majority owned by Sundog. The Company has granted options
to key personnel of QV as an incentive to further the development work on the QV
products.  If  exercised  in full when  vested,  the  options  granted to the QV
development team would result in the team's  ownership of  approximately  45% of
the  outstanding  preferred  and common equity in QV and reduce the ownership of
proportionately.


QV Operations

The digital  revolution  has evolved around a simple  notion:  that  information
should be permanent.  Unlike other media formats,  digital  information (such as
e-mail) can be stored forever,  recovered at will,  copied with ease, and shared
anywhere.  Unfortunately,  these attributes also give digital information a more
sinister  side.  E-mail,  for  example,  can just as easily  be  saved,  copied,
recovered,  and  redistributed by anyone at any time with or without consent and
frequently  without  knowledge of the author.  Once an electronic e-mail message
has been sent, the author loses complete control of his or her words.  According
to industry  analyst  Esther  Dyson,  "The  challenge is not to keep  everything
secret, but to limit misuse of such information."

QV was  created to develop a solution to these  problems.  The purpose of the QV
solution is to  facilitate  communication  and give content  control back to the
author.  QV is in the  architecture  and  implementation  phase of developing an
enhanced e-mail product.  When the first version of the product is launched,  it
will give e-mail users the chance to direct:

     -   how their words will be released,

     -   who can see  them,

     -   how they can be  redistributed,

     -   whether they can be printed, copied, or saved, and

     -   the ability to retract a message after it has been sent.

There can be no complete  gaurantee that the safeguards of QV's enhanced  e-mail
will not be abused or  circumvented  by  someone  with the  requisite  degree of
computer  sophistication and a malicious motive.  However,  subsequent  versions
will  continue  to raise  the bar  against  potential  abuse and  compromise  of
security that is so easily breached, often accidentally, with current systems.

The  Company  believes  that  the  level  of  security  embedded  in  the  first
implementation  of QV's enhanced  e-mail product will be sufficient to cover the
needs of  approximately  80% of the  e-mail  market.  Enhancements  designed  to
increase security and to further simplify the product's  usability will be added
over time.

Key Features

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

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

     Forwarding  Restrictions.  Authors can prohibit  recipients from forwarding
     their e-mail.

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

                                       14
<PAGE>

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

     Conditions  of  Acceptance.  Authors  may  require  recipients  to agree to
     conditions the sender has composed, before gaining access to a message.

     Retraction.  Authors may retract a message after it has been sent,  denying
     all views of the message which are initiated after the retraction.

Phase I Functionality

The key features listed above will include the following functionality:

     E-mail  is  created  using  popular  e-mail  software  or  a  browser-based
     interface. Currently designed as an add-on to existing e-mail software, the
     enhanced  e-mail  will be capable of being  sent from  Java-enabled  e-mail
     clients,  including  e-mail products from Netscape,  Microsoft,  Lotus, and
     others.  Once an e-mail has been written,  the author  selects  appropriate
     security and auditing options from a simple, easy to graphic user interface
     or relies on either the user-preset or embedded defaults.

     The e-mail  message is secured.  A QV  appliance  on the  sender's  network
     encapsulates  and  encrypts the email  message.  The  appliance  can reside
     within a corporation or with an outsource e-mail provider.

     Recipient  access is authorized  according to the security  level chosen by
     the sender or his  corporation.  A message may be password  protected,  may
     require a personal  certificate for employees in companies using public key
     infrastructures,  or it  may  require  nothing  more  than  access  to  the
     recipient's e-mail client.

     For  recipients  using  supported  email  clients,  the message will render
     within the standard email frame as would any other message.  For recipients
     using  older  email  clients,  it  may  be  necessary  to  click  on the QV
     attachment and view the message in a web browser frame.

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

Future Functionality

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

How the Customer Benefits

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

     -   Legal communications

     -   Governmental agencies

     -   Contract negotiations

     -   Medical information

     -   Sensitive human resource information

                                       15
<PAGE>

     -   Communication of non-public corporate information

     -   Communication  of any personal,  corporate or other  information  which
should not be public

Status of Development

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

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

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


Arkona Operations

During the quarter  ended  September  30, 1999,  Arkona  continued  promotion of
Universal Update;  however,  promotional  activities were slowed due to required
budget  constraints.  During this  period,  several  large  corporate  prospects
completed  in-house  evaluations  of  Universal  Update  v1.5 and are  currently
evaluating internal implementation plans.
Negotiations with these companies are on going.

Also during this quarter, Arkona's professional service group continued work for
the Federal  Government  Department  of Financial  and  Administrative  services
(DFAS) in partnership  with Digital Systems Group, and completed the first phase
of a project with the Washington  Metropolitan Area Transit Authority (WMATA) in
partnership with Abacus, Inc.

In addition to these  activities,  Arkona signed  memorandum's of  understanding
with three  significant  resellers/partners.  The Company intends to pursue more
formal partnership agreements with each of these entities in late 1999.

Universal Update

In  1997,  Sundog's  founders  anticipated  the  growth  of an  emerging  market
requiring the seemless  exchange of information  between disparate data sources.
This market for  enterprise  information  exchange  (EIX) is an outgrowth of the
traditional  data   replication/synchronization   marketplace.  This  innovative
technology allows rapid integration of business  information  systems throughout
the  enterprise,  and the  ability to easily  share  critical  information  with
remote, occasionally connected workers and partners around the world.

During  December  1998,  the first  shipping  version of Arkona's  core product,
Universal  Update,  was publicly  introduced.  In June 1999 the second  shipping
version was released.

                                       16
<PAGE>

ENTERPRISE INFORMATION EXCHANGE

Traditional   twentieth-century  business  valuation  models  are  exhibiting  a
fundamental  shift away from  focusing on products and assets  within  corporate
entities.  A driving  force for this  change is the rise of the  Internet,  with
business and investors alike discovering that:


     -   The value of inventory is being replaced by the value of information

     -   Physical assets are being traded for intellectual assets

     -   Closed business systems are giving way to collaborative relationships

To gain scale and provide maximum value to share holders,  companies are turning
from vertical integration to virtual integration. Companies are actively seeking
ways to openly  share  critical  business  information  between  new and  legacy
information systems, supply chain partners,  remote workers, and even customers.
In this information-driven  economy, a company's ability to connect and leverage
"islands of information"  directly impacts  corporate  valuation and competitive
advantage.  In contrast,  the potential  value of  inaccessible  information  is
immediately lost.

THE UNIVERSAL UPDATE  SOLUTION

Universal  Update  provides  robust yet  simple  solutions  for the  information
exchange requirements of medium to large distributed enterprise customers. These
products and services  help  customers  overcome  the  significant  challenge of
seamlessly  accessing,  transforming,  and  distributing  business  intelligence
between disparate  enterprise  systems,  and also making that information easily
available  to  distributed  employees,  partners  and  customers.  Additionally,
Universal  Update  incorporates  proprietary   "differencing"   technology  that
automatically  detects  changes to data  environments  and updates  related data
stores based on rules set by the system administrator.

The Company believes that with increasingly  distributed data environments,  the
need for synchronization and updating technology will grow. Specific markets and
system  environments  to which  Universal  Update  could be applied  include:

     -   Network Directory Services

     -   Business to Business  e-commerce

     -   Synchronization  of mobile device data, such as Palm(TM) devices,  with
corporate data stores

     -   Electronic  publishing   applications,   particularly  those  utilizing
NextPage's Live Publish product

Professional Services

In February 1999, Sundog launched its professional  services. The group provides
Sundog's  customers  with both  training  and  consulting  in  business  process
improvement (BPI), a service used to drive demand for Sundog's software products
and a prerequisite  to ensure complete client  satisfaction.  Additionally,  the
Professional  Services group has significant  experience  developing business in
the federal government market.

Sundog's Business Process  Improvement  (BPI) and related  Knowledge  Management
helps  managers  identify  how  their  organizations  must  change  to meet  the
challenges of tomorrow and provides a road map for implementing  that change. It
is  a  rigorous  and  structured  approach  for  fundamentally   rethinking  and
redesigning  how an  organization  meets its  objectives.  It gives managers the
analytical tools and strategies to question current management assumptions about
work practices and  procedures.  BPI allows  managers to decide if a practice is




                                       17
<PAGE>

necessary, and if so, whether it should be performed in-house or outsourced.  It
also  includes  methods  to  evaluate  best  practices  and  future   technology
requirements.

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

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

BPI Services include the following:

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

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

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

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

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

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

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

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

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

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


                                       18
<PAGE>


Results of Operations


Three Months Ended September 30, 1999 and 1998

Revenues for the quarter ended  September 30, 1999 were $10,508 (1998:  $4,917).
Cost of revenues  totaled  $1,223,220  in the quarter  ended  September 30, 1999
(1998:   $464,546).   The  1999  expenses  included  $498,091  in  research  and
development expense (1998: $247,396). The increased expenses in 1999 reflect the
addition of  personnel  primarily to work on the enhanced  e-mail  product.  The
Company  expects that  research and  development  expenditures  will continue to
increase  during the next  twelve  months as  development  of  existing  and new
products  continues.  We expect  that  adding  new  personnel  in this area will
increase these expenses by approximately 10% in the next quarter.

The Company had $7,445 in interest income during the quarter ended September 30,
1999 (1998:  $10,266).  The decrease in interest income is due to decreased cash
balances  maintained in banks.  The net loss for the quarter was  $1,206,992 (or
$.05 per share) compared to a loss $450,996 (or $.02 per share) in 1998.

Revenues  for the quarter  were  provided  by our  professional  services  group
through work provided to three different customers.  Arkona is currently bidding
for a number  of  projects  utilizing  its  core  technologies  but  there is no
assurance it will be the succeeding bidder on any of such projects. Expenses for
the quarter reflect the cost of people,  engineering research, and marketing and
selling efforts,  which will form the foundation of future increased revenue and
profitability growth.

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


Six Months Ended September 30, 1999 and 1998

Revenues  during the six months ended  September  30, 1999 were  $16,197  (1998:
$11,167).  Cost of  revenues  totaled  $2,489,459  during the six  months  ended
September 30, 1999 (1998:  $909,148).  The 1999 expenses included  $1,053,036 in
research and development  expense (1998:  $445,034).  The increased  expenses in
1999 reflect the addition of personnel  primarily to work on the enhanced e-mail
product.  The Company  expects that research and development  expenditures  will
continue to increase  during the next 12 months as  development  of existing and
new products continues.

The Company had $27,555 in interest income during the six months ended September
30, 1999 (1998:  $18,069).  The net loss for the period was  $2,449,485 (or $.11
per share) compared to a loss of $882,681 (or $.04 per share) in 1998.

Liquidity and Capital Resources

At September 30, 1999, the Company had cash and cash equivalents of $62,176,  as
compared to cash and cash  equivalents of $2,215,620 as of March 31, 1999.  Cash
was provided during the period through the sale of stock in a private  placement
and  the  exercise  of  Stock  Warrants  issued  with  the PPM of  August  1998.
Additional  funds of $540,000  were  committed  in the quarter and  subsequently
collected.

Capital  spending  of $93,289 in the 6 months was  primarily  for  computer  and
related   equipment  used  in  the  Company's   operations,   including  product
development and research.

                                       19
<PAGE>

The Company held marketable securities available for sale at September 30, 1999.
Although  the Company  does not intend to engage in the business of investing in
or buying and selling  securities  of other  companies,  these  securities  were
received as partial  consideration  in connection with the sale of the Company's
common stock in October 1998. These  marketable  securities were 3,000 shares of
common stock of Eurogas Corp. ("EUGS").

At September 30, 1999,  the sale price of EUGS common stock,  as reported by the
over-the-counter  ("OTC") electronic bulletin board, was $0.66 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 the values similar to those shown above.


Year 2000 Issues

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

The  Company  relies on computer  hardware,  software  and  related  technology,
together with data, in the operation of its business.  Such  technology and data
are used in the Company's internal  operations,  such as billing and accounting.
Based on its  assessment of  activities  to date,  the Company is not aware of a
Year 2000  problem  with any of its  internal  systems.  The Company  intends to
continue  to  assess  its Year  2000  readiness  and put in place  recovery  and
contingency  plans  for any  potential  issues.  This  includes  seeking  and/or
requiring  remediation of any Year 2000 Issues that are related to the Company's
customers, suppliers and distributors. There is, however, no assurance that such
third parties will successfully  remediate their own Year 2000 Issues over which
the Company has no control.

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

                                       20
<PAGE>

                                     OutlooK


            Cautionary Statement Regarding Forward-Looking Statements

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

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

                     Development Stage, Accumulated Deficit

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

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

                                       21
<PAGE>

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact our financial  position,
operating  results  or cash flows due to adverse  changes  in  financial  market
prices and rates. We are, or may become,  exposed to market risk in the areas of
changes in United States interest rates and changes in foreign currency exchange
rates as measured against the United States Dollar. These exposures are directly
related to our normal operating and funding  activities.  Historically and as of
September  30,  1999,  we have not used  derivative  instruments  or  engaged in
hedging activities.

Foreign Currency Risk

We may enter into  contracts  where we pay or a third party pays us in a foreign
currency.  This would  expose us to changes in  exchange  rates.  Changes in the
foreign  exchange  rates may  positively  or  negatively  affect  our  financial
position,  results of operations or cash flows. We do not believe that near-term
changes in exchange rates will result in a material  effect on future  earnings,
fair values or cash flows,  and therefore  have chosen not to enter into foreign
currency hedging instruments. Such an approach may not be successful, especially
in the event of a significant and sudden decline in the foreign exchange rates.





                                                Part II. Other Information


ITEM 2.           CHANGES IN SECURITIES

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

Recent Sales of Unregistered Securities. During the three months ended September
30, 1999, the Company issued equity  securities  that were not registered  under
the  Securities Act of 1933, as amended (the "Act").  Specifically,  the Company
committed to issue 63,158 shares of common stock and warrants to purchase 63,158
shares of common stock.  Gross proceeds to the Company of $60,000 were generated
by the  sale of  these  securities.  The  Company  issued  such  shares  without
registration under the Act in reliance on exemptions from registration under the
Section 4(2) and/or 3(b), as well as Regulation D promulgated under the Act. The
shares of common  stock  were (and the shares  issueable  upon  exercise  of the
warrants  will  be)  issued  as  restricted   securities  and  the  certificates
representing  such shares are or will be stamped  with a  restrictive  legend to
prevent any resale  without  registration  under the Act or  compliance  with an
exemption.  In each case,  the  purchasers  of the  securities  were  accredited
investors,  as that term is defined by Rule 501 under the Act, or represented to
the Company  that they were  sophisticated  investors  who were  experienced  in
making   investments   of  this  type,   either   alone  or  with  a   purchaser
representative,  and that they or their purchaser representatives were otherwise
suitable (under state and federal  regulations) and possessed  adequate means of
providing for their current needs and personal contingencies and who had no need
for liquidity in an investment in securities such as the Company's common stock,
which are subject to certain  risks,  including  the possible loss of a person's
investment in whole or in part.

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

                                       22
<PAGE>

The Company has outstanding  warrants to purchase 718,281 shares of common stock
at a price of $2.00  per  share  over the next  nine  months,  and  warrants  to
purchase  218,507  shares of common stock at a price of $3.00 per share over the
next twelve months. In addition the Company has outstanding warrants to purchase
822,125 shares of common stock at a price of $2.00 per share if exercised in the
next nine months or $3.00 per share if exercised in the calendar  year 2001.  If
all warrants  were  exercised,  the  proceeds to the Company  would be between $
3,736,333  and $  4,558,458.  The Company  cannot  require the exercise of these
warrants, and there can be no assurance that the warrants, or a significant part
of them, will ever be exercised.  In addition, if such warrants are exercised at
a time when the market  price of the  Company's  common  stock is  significantly
higher than the exercise price of the warrants, the issuance of such shares will
result in  significant  dilution  of existing  stockholders  and may result in a
decline of the market price of the Company's Securities.  Furthermore,  the fact
that the warrants  have been granted may have an adverse  effect on the price of
the Company's stock because of the potential for dilution.




                                       23
<PAGE>


Item 6.   Exhibits and Reports on Form 8-K


         (a)      Exhibits



              27  Financial Data Schedule (previously filed)


                                       24
<PAGE>



                                   Signatures


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





                                   SUNDOG TECHNOLOGIES, INC.

                                         (Registrant)


Date: November 12, 1999            /s/Jerral R. Pulley
                                   -------------------
                                   Jerral R. Pulley
                                   Chairman of the Board
                                   Sundog Technologies, Inc.


                                       25